Falling Stars
by TMHB77
Summary: After defeating Grunty, Banjo and Kazooie start to realize that what they have may stretch beyond friendship. But when a soldier from the stars crash lands on their planet, and brings trouble with him, will they ever admit their feelings for each other?
1. Chapter 1 Night on Spiral Mountain

**Ok, so this is my first venture outside the Spyro part of this site, but BK was one of my all time favorite n64 games, and so was Starfox, so in an effort to expand my literary empire, I decided to combine them! ok, for my readers who had me on author alert from the spyro section, should you decide to read this and have never played either game (though I hope you've at least heard of them), just google the titles and they'll explain wtf is going on. anyway, this came into my head, so I had to put it out there. enjoi!  
**

**CHAPTER 1- NIGHT ON SPIRAL MOUNTAIN**

It had been months since the defeat of Grunty in Showdown Town and the surrounding worlds. Banjo and Kazooie hiked atop the spiraling mountain which they now owned, contemplating the life ahead of them.

Banjo reached the top of the mountain and sat down, dangling his feet off the edge as Kazooie stood beside him, looking at the dying sun.

She let out a heavy sigh before tucking her legs underneath her beside her best friend.

"Please tell me we aren't going to get fat this time?"

Kazooie chuckled at his remark and answered.

"Nah, no more Mcjiggies for us." She said still smiling.

"What about pizza?" The honey bear asked.

"Sorry. We just got our moves and fitness back. No way I'm loosing them over junk food." She replied.

A low but audible 'Aww...' came from her companion as his expression saddened.

She looked back toward the setting sun and spoke up after a brief pause.

"So now what do we do?"

Banjo didn't answer immediately, as he stopped to ponder the question.

"Uh...what do you mean Kaz?"

"What do you mean what do I mean? What is there to do now? We beat the witch and her devil cat. Are we just supposed to sit around all day and stare at each other?"

Truth be told, neither one would mind doing that all day, as the thought crossed both their minds at the same time. The boredom subject was soon tabled when another question was brought forth.

"What do you think about our friendship Banjo?" Kazooie asked.

He turned away from the sunset and looked at his Breegull pal with an expression of confusion.

"And you say I ask ridiculous questions!"

This earned him a light hit on the head with her wing as she hardened her expression.

"I'm being serious!"

Banjo thought for a second, not really understanding why she would ask such a question.

"Well...Its been through so much, I don't think I can even remember it all...but I think its pretty much unbreakable. After all, its been me and you since as far back as I can remember!" He said smiling warmly at her.

She liked that answer, but it wasn't the one she had hoped for. She remembered the night he and his sister had found her at the foot of Spiral Mountain, with one broken wing in the pouring rain. Out of the inherent goodness of their hearts they nursed her back to health, but when the time came for her to leave, she couldn't bring herself to do it, not after all they had done for her. What started as a debt repayment transformed into something more, something better. A friendship, a bond, a strength that was indeed unbreakable. Though she would never admit it, she had been with him for so long, something besides friendship began to grow. As she figured it would, but whenever she thought of this, she reminded herself that she was a bird! And he was a bear! The mere mechanics of a kiss would be mind boggling, let alone the _other stuff. _But...Love knows no bounds right?

"What do you think about it Kazooie?" He asked.

She snapped out of her daydream startled.

"Oh...uh...Yeah...That's what I think too..." She quickly retorted.

Banjo accepted it and turned back to the quickly sinking sun without a second thought. Banjo couldn't detect subtlety if he had Bottles build him a subtlety detector. Kazooie would need nothing short of a giant neon sign to get her true feelings across to her friend...but alas, she knew the unlikely-ness of such a relationship blossoming, which secretly clawed at her heart every day she woke up hanging next to him on the coat hooks beside his bed.

He wasn't the brightest star in the sky, but he was her star, if nothing else. Maybe they would never move past friendship. Maybe they would stay just friends for the rest of forever! It didn't matter to her. As long as she was around him, it didn't matter. Nothing did, just them being with each other was enough for her. That little blue backpack was her home away from home, even though she had recently ventured out of it a lot more than she used to. Like right now, for example.

Soon the sun disappeared behind the mountains and the night set in over the peaceful place the duo called home.

A cool, almost cold breeze swept over them as Kazooie ruffled her feathers and shivered, releasing a soft 'breee'.

Banjo heard this and opened the flap to his backpack, motioning for her to jump in.

She gladly obliged and he got to his feet, setting off toward their house down the mountain.

As Kazooie bounced along in her friends pack, the flap occasionally popped open, giving her glimpses of the spectacular night sky. He was her star alright.

'What would that dumb old bear do without me?' She thought grinning as Banjos rhythmic steps lulled her to sleep.

* * *

_Meanwhile, on the Great Fox..._

"That is the dumbest thing I've ever heard." The blue falcon said as he pushed the weights up and down on the bench press while his wingman Fox spotted him.

"The pay is good, so we had to take it." Fox answered as he racked the weights in the small gym aboard their mothership. Falco sat up on the bench in his T-shirt with the sleeves cut off and gym shorts. Fox was dressed in a similar manner as he switched places with his friend.

"Besides, you're the one who's always complaining about how boring it is. You of all falcons should be happy."

"Right, I'm ecstatic Fox." He said sarcastically, crossing his arms as Fox began his reps.

After a brief silence he spoke again.

"But the Omega sector? I mean come on! There is NOTHING out there! We couldn't be farther away from anything if we tried!"

Fox rolled his eyes as he continued to train.

"Stop complaining. Money is money, and we haven't had any in months. The ship is falling apart and Rob is being held together with duct tape and chewing gum according to Slippy."

Falco grunted indignantly as an alarm and the plasma screen t.v. in the room flickered to life, painting the gym in a red light while Rob appeared on the screen, startling Fox and making him loose his grip on the bar and causing it to fall on his chest.

"Falco...help...!" He choked, but the falcons attention was directed toward the robot.

"All pilots to your ships! All pilots to your ships!"

"Damnit, right in the middle of my workout..." Falco muttered as he heard a strange gagging noise.

"Falco...!" Fox wheezed.

"Oh! Sorry about that Fox." He said lifting the heavy weights off him.

He sat up and gasped for air, shooting a quick glare at him before they both dashed into the locker room changing into their flight suits.

Fox was changed first, and headed out to his ship, calling for Falco to hurry it up.

He got changed and looked into his locker where his personal E.L.T. (Emergency Location Transmitter) rested. Standard operating procedure required it at all times...but it was such a pain to install and put on.

"Screw it, its just a patrol. I wont be gone long."

He ran down the corridor to the hangar bay and jumped into his corresponding Arwing.

Once in formation, the team reported in.

"Ok Rob, what do you have for us?" Fox radioed in.

"Your assignment is to patrol the outer sectors for remnants of Andross' rogue squadrons raiding the local underdeveloped planets for resources. This is in direct violation of the primative planetary isolation treaty of-" He was cut off by an annoyed Falco.

"We get it Rob! Geez lets just get going!" He said engaging his engines and rocketing away, the rest of the group in tow.

After a few hours of nothing but empty space, the female computerized voice in the cockpit announced that he was nearing his first way-point.

"Wow, there's nothing out here, what a surprise." He said to himself as he looked at the millions of stars shining outside the glass of his canopy.

He waited for the rest of his team to catch up and sighed complacently as he cut his engines, allowing his ship to float aimlessly. Fox was right, this was the Star Fox teams first paying job in months. Once the Cornerian army got its act together, they weren't required as much anymore, and soon hadn't heard anything from Cornerian high command in just as many months. He and the rest of the team were broke as a joke, and floating along on a cruiser in dire need of repairs. Times were quite rough for the mercenary group...

"Fox, are you guys coming sometime today?" He radioed aggrivated to his wingmen, but got only static as a reply.

'That's weird... ugh, must be some magnetic fields around here...'

Suddenly, a voice came over his radio, one he knew all too well.

"Fox is a little tied up at the moment!"

It was his rival Leon, coming up on his six fast.

He quickly restarted his engines and took off in a dog fight.

"And I thought this would be a boring patrol! Too bad it will be once I blast you into stardust!" Falco said maneuvering to fire his lasers.

The aiming reticle moved around the back of Leons ship.

It locked on with a computerized 'ting' and launched a charged blast at his rival. It hit dead on, jarring his ship, but barely scratched his engines.

"That wont work this time Falco! This ships shield is impenetrable to all but the most powerful attacks!" He boasted as he executed a loop and found himself once again on the six of Falco's ship.

A burst of lasers rocked his Arwing, shooting off a wing and disabling two of his six thrusters.

"That Arwing is old news! Any mercenary worth his salt keeps up with the times!" Leon mocked as Falco cut his engines, letting his rival zoom past him. He re fired his thrusters and was once again on his opponents tail.

"You arent getting away this time Leon!" He said as he locked onto his ship once again.

"Lets see how you like proton bombs!"

Leon grinned and flipped the cover off of a blue switch with an arrow facing backwards in his cockpit.

"Any last words?" Falco asked, his feathered finger on the launch button.

"Just two." Leon said grinning.

"E.M.P. missile!"

A hatch opened in the back of Leons ship and a missile glowing a radiant blue rocketed toward Falco head on.

"Oh shit..."

He pulled up violently as the weapon exploded, its electromagnetic pulse was rather large however, frying all of the avionics in his spacecraft.

The cockpit went dark as the crippled Arwing hurtled toward a distant planet.

"Bon voyage Falco! Ahahahaha!" Leon cackled as he was joined by the rest of the Starwolf team.

Their ships all looked damaged.

"What happened to you guys?" He asked.

"An electrical storm shorted out our shields. We were no match for them." Wolf admitted angrily.

"Well no matter, I eliminated Falco. Now they are one pilot short. The next encounter, we will crush them!"

xXx

Falco was working furiously to replace the circuits and panels to try and give him some control over where he was going. The planet he was headed to proceeded to get larger in his canopy as he began to enter its atmosphere. All other options exhausted, he pulled the lever that gave him manual control over the flight surfaces of his Arwing. Going as fast as he was, it was almost impossible to regain command of his crafts plummeting altitude. Soon he began to see the ground below. It was rich in plant life, and he appeared to be over a swamp of some kind, so he assumed he could breathe down there. He fought with the stick and managed to right the spacecraft so it would land on its belly. The landing gear was all electronically operated, so it was an emergency landing for him. He crossed over a snow covered land with what appeared to be a giant snowman built in the center of it, then only moments later, a large desert with strange monuments built all over it.

"What the hell kind of planet is this?" He grunted to himself as he fought to keep his rapidly descending aircraft level.

'Guess I'm about to find out!'

**Ok so thats the first chap! now, this isnt in the starfox section because A) it takes place in the BK world(s) and B) I dont know enough about the new Starfox games to post it there, and I dont want to sound like a n00b. any other questions you have, feel free to ask! the next chap will be released in five days or so.  
**


	2. Chapter 2 Starship Trooper

**CHAPTER 2- STARSHIP TROOPER  
**

Kazooie woke up before Banjo as she always did. She glanced over at the sleeping ursine, he looked peaceful, his deep blue eyes shielded behind his fuzzy eyelids and his soft almost inaudible snoring. She hated doing this to herself...half of her hated looking at what could never be, but the other half couldn't help but dream... She put on her tough exterior and jumped out of her hanging backpack to stretch her legs. She looked out of the window at the rising sun and lamented

"Another boring day happytown..."

She went into the kitchen to find Tooty already making breakfast, as she always did. Things had fallen into a rut, which Banjo and Tooty didn't mind, but was like beaks on a chalkboard to the more adventurous Breegull.

"Morning Kazooie!" Tooty said cheerfully flipping a pancake over onto its uncooked side. The sizzle filled the small room as she sat down at the table.

"Hey shorty..." she said lackadaisically.

"Whats the matter with you? Did Banjo leave the window in his room open again?" The cub asked in her slight southern accent stepping away from the stove.

"No, I slept fine..."

She considered telling her what the real problem was, but decided against it. Peace and quiet is what her and her brother wanted, so it was best just to leave it that way.

"Its nothing. Whats for breakfast?" She asked changing the subject.

"Pancakes and bacon, and my famous ginger birdseed for you!" Tooty said happily turning her attention back to the stovetop.

'_Ugh...again?_' The Breegull thought quietly as she heard Banjo stirring in the next room.

A few seconds later, the bear appeared rubbing the sleep from his eyes and yawning.

"Mmmm...I smell bacon!" He said mid yawn then scratched his cream colored chest.

Disgusted with the routine-ness of the scene before her she got up from the table and started toward the door.

"Where ya going Kaz? Aren't you hungry?" Banjo said through a mouth full of bacon and pancakes.

"Banjo dont talk with your mouth full!" His little sister scolded.

"Just out for some air." She said stepping out in the front yard of the house.

With a flap of her red-orange wings she was airborne, by far her favorite method of travel.

She climbed high and let the wind blow her where it may. Closing her emerald eyes, she lost herself in the clouds, alone inside her head.

She thought about many things, her feelings for Banjo, the tedium of daily life now that the old rhyming hag was enslaved forever in a video game factory, and new ways to make fun of Bottles. She reopened her eyes to see something in the distant sky, that seemed to be getting larger. As she tried to examine it more closely, she reflexively dodged the speeding object, missing it by inches.

"Watch where you're flying jerk!" She yelled, coughing as she flew out of the thick black smoke trail the thing had left behind. Though something was quite strange about that thing. For a split second, she could have sworn she had seen a blue bird like creature inside that smoking beast.

She watched as it disappeared behind the hills with a dull thud followed by a cloud of more smoke.

"Finally! Something exciting! I've gotta tell Banjo!" She said zooming back toward her house, a grin from ear to ear across her face.

* * *

"She's been pretty restless lately Banjo..." Tooty said sitting down across from her brother.

"I know. I wish there was something I could do to make her life a little more interesting." He said wistfully pushing the remainder of his food around on his plate, racking his brain for some idea as to how he could cheer up his Breegull buddy.

"Maybe you could take her out to Grunty's lair? You know, just for old times sake." The cub suggested.

"That's a great idea! Thanks Tooty!" He said, his face lighting up at the thought of making his best friend happy.

No sooner had the words left his mouth than Kazooie burst through the door.

"Hey Kaz! I was thinking that-"

"No time! My prayers have been answered! C'mon!" She said dashing to his room and jumping in his backpack.

"Lets go Banjo! Move that furry butt!" She shouted from the coat hanger on his wall.

He went into his room and was assaulted with a barrage of 'hurry it up' and 'faster'.

"Whoa whoa calm down! What's gotten into you?" He asked putting on his backpack.

"I saw some giant smoking thing fall out of the sky and crash somewhere! We have to go find it!" She said excited for another adventure.

"Ok." Banjo said bidding his sister goodbye and stepping out into the warm sun. "Where did you see it land?" He asked

"It went down in the old worlds." She said spreading her wings.

"I'll get us to the witch's lair!" and with one mighty flap they were off. This was Banjo's favorite way to travel too. For a bear, he had an unusual love of heights, rivaled only by Kazooie.

Before he could lose himself in they sky and the wind against his fur, they landed in the mouth of the giant stone Gruntilda head, and went into the first room of the abandoned hideout.

"Lets check Mumbo's Mountain first." She suggested as they headed down the path to his world.

* * *

Falco was barely able to keep the wings (or what was left of them) level as he was merely hundreds of feet off the ground.

As he continued his descent, he rocked the stick to the left, barely avoiding the pointed hat of what looked like a giant stone witches head.

"This place just gets weirder and weirder!" He said looking forward once more, only to be greeted by the shocked expression and near glass shattering impact of a large red bird narrowly avoiding his Arwing.

He passed the giant witch head only to be headed straight for another mountain, on top of which sat a skull shaped house of some kind.

"You've gotta be kidding!" He said unable to alter his collision course with the strange dwelling.

Out of options, he reached between his legs and pulled a striped yellow and black handle, rocketing him out of the Arwing seconds before it smashed into the skull house.

The parachute deployed, but the shrapnel from the explosion sliced through it like a knife through butter, a few shards hitting him as well before sending him falling from 150 feet in the air.

He flapped his arms like mad, wondering whose idea it was to have his species evolve beyond the need to fly.

"WAAAAAAAAAAAAAAAAAA-UH!" He hit the ground and blacked out, but not before feeling a sharply intense pain shoot through his right leg and left arm.

* * *

The duo looked to the top of the hill and saw lots of smoke rising from where Mumbo's house was. They looked at each other and nodded as Kazooie stuck her legs out of the backpack and carried Banjo up the steep incline.

"Effin A!" Kazooie exclaimed upon cresting the hill.

"What? What is it? Kazooie put me down!" Banjo said as she retreated into her backpack.

"What in the name of King Jingaling..." was all Banjo muttered before taking in the scene before him, Kazooie peeking out from over his shoulders. Mumbo's house had been totally demolished, and what was left of the metal beast Kazooie had encountered now lay in smoldering crater, shards of hot composite material lay scattered about as the remnants of the witch doctors residence still burned in places.

Soon they heard Mumbo coming up the hill.

"Ah, Obnoxious squawk box and honey sponge! What bring you to mountain?" He asked, still coming up, unable to see the ruin that was his hut.

They were still staring at the smoldering wreckage as he topped the hill.

Mumbo's jaw dropped open as he also dropped his magic stick.

"What bear and bird do to Mumbos house!?" He shouted, snapping the duo out of their daze.

"It wasnt us bone head!" Kazooie retorted indignantly at being accused of destroying the house.

"Kazooie says she saw a huge metal thing fall out of the sky. I think it landed on your house..." Banjo said.

Mumbo merely stood in front of his former home and fell to his knees pounding his fists into the ground.

"Why? Why this kind of thing always happen to Mumbo?" He said mourning over his house.

"What are you so upset for? You have houses scattered all over the place!" She said.

"This Mumbo's first house!"

Banjo noticed movement among the rubble, then a low moan.

"I think there's someone over there!" Banjo said running through the debris. He came upon a blue bird like creature in what appeared to be singed slightly torn uniform of some kind.

Kazooie looked over his furry shoulder and recognized him as the thing she saw inside the aircraft.

"Uh...hello?" Banjo said scratching his head.

Kazooie jumped out of her backpack home and stood beside him over their mysterious visitor.

"You don't think he's..." Banjo began, but Kazooie put her head on his chest to listen for a heartbeat.

"No, he's alive." She said pulling her head back.

"Hmmm..." Banjo said as he gently shook the falcons left arm, causing him to wince in pain, but not wake up.

"I think his wing is broken." Kazooie said.

"That leg doesn't look to good either." Banjo said noticing its awkward position as apposed to the other one.

"Is this bird one who crash into Mumbo's house!?" The witchdoctor said angrily.

"Relax skullface, I don't think he did it on purpose." Kazooie stated.

"Well, I reckon we should take him back to our house until he comes to."

Kazooie pecked the back of Banjo's head in protest.

"We barely have enough room for the three of us! How are we gonna fit blueberry over here inside?"

"We cant just leave him out here! He's hurt, and we're the first people to find him. Its our job to give him some kind of help."

"Mumbo got medicine for home breaking bird!" He said raising his magic stick.

"Cut it out Mumbo! He didn't mean to!" Banjo said sternly, causing the magic man to grudgingly lower his stick.

The brown bear considered the firemans carry, but didn't want to aggravate the injured birds arm any more, so he bent down and picked up the unconscious pilot, one arm under his knees, and one under his arms and began the trek back to their home in Spiral Mountain.

"And if you'll recall, I took in another injured bird and nursed her back to health a while back...I wonder what happened to her...?" He said smiling back at Kazooie.

"Ok ok I get it." She said retreating back into her backpack. It wasnt often that Banjo won an argument, but every now and then he put up a fight and came out on top.

**Thanks to all three of my reviewers so far supporting me in this section of !! I'll keep the chaps coming as long as you guys keep reading! **


	3. Chapter 3 Spiral Mountain General

**CHAPTER 3-SPIRAL MOUNTAIN GENERAL  
**

Banjo huffed it across the bridge, looking over the wounded bird.

'Hmm...he kinda looks like a falcon...or maybe a blue jay...' He thought to himself as he looked at the various cuts and bruises that covered the exposed parts of his face and hands. A little bit of blood was spattered on his light green shirt, an indication of an injury below the fabric. Banjo wasn't watching where he was going and tripped over one of the ropes of the suspension bridge to Grunty's lair, flinging the unconscious Falco out of his grip and sending him skidding along the dirt to the edge of the top of spiral mountain.

Banjo grimaced as he scrambled to catch the slowly slipping Falco, diving and sliding on his belly grabbing his uninjured arm as the rest of him hung off the cliff edge. He noticed this birds arm was more like his, as opposed to Kazooie's. His fingers looked like long feathers, but had solid strong bone like his paws did. Panting, the bear pulled the falcon up and continued to carried him down the mountain. All this motion drew Kazooie out of her pack.

"What the heck was all that about?" She asked, slightly annoyed at being thrown around inside his backpack.

"I...uh...almost dropped him off the mountain." He admitted sheepishly.

"Geez Banjo, he didn't survive ruining Mumbo's life just to have you launch him off a cliff!"

"Thanks Kazooie, I'll keep that in mind." He said as his feathered friend retired to her pack for the rest of the journey.

Having his arms full with the unconscious Falco, he lifted his foot and knocked on the door to his house.

"Its no locked Banjo!" He heard his sister say from inside.

"I know its not but my hands are full!" He yelled through the door.

He heard his sister moving toward the door as he heard her ask herself;

"Full with wha..." she stood in the open doorway, her mouth silently agape as she looked at the injured creature in her brothers arms.

"That's what he said too." Kazooie added as she let them in.

"Who is that?" Tootie asked.

"We don't know. He's been out cold since we found him." The honey bear replied as he laid Falco on his bed.

"That's all well and good, but where are you gonna sleep fuzzball?" Kazooie asked.

"I can sleep in my chair, I've done it enough times during the day anyway, and you can tell us if he wakes up, because you'll be sleeping where you always do, next to the bed!" He said taking a load off in his favorite (and only) blue armchair. When they had rebuilt their house, they added a few extra rooms, like the expanded kitchen and Tooty's room. Even though they could have added much more, Banjo decided to keep the floor plan simple. (Much to Kazooie's disappointment).

"I wonder where he came from?" Banjo asked.

"The sky, apparently." The breegull answered.

* * *

_Meanwhile, In space..._

"Falco! Falco come in!" Fox said over the vastness of the empty space of the omega sector.

"Where could he have gone?" He asked aloud.

"I've got nothing on short range radar Fox." Slippy reported along side him.

"I cannot locate Falco's ship on the long range radar." Rob chimed in as the Great Fox appeared behind them.

Fox growled to himself at his wingmans recklessness.

"I cant believe him!" He said pounding his fist into his instrument panel.

"Chill out Fox, I'll just activate his E.L.T." Slippy said calmly flipping a few switches inside his cockpit.

"Hmm...Looks like he's already back on board the Great Fox."

"Grr...He's gonna get it when I get back there!" Fox said angrily.

They flew into the docking bay and jumped out of their spacecraft.

"Uh...Fox? I don't see his Arwing in here..." Peppy pointed out.

"Then how the...wait I know." He said dashing toward the locker room with his wingmen in tow.

He went to Falco's locker and there inside it sat his beeping E.L.T.

"Damnit Falco!"

* * *

"He looks hurt underneath his shirt, we should probably take a look." Tooty said noticing the small bit of blood staining the fabric.

"That's a good idea. I think we still have some bandages in the cabinet above the stove. Kaz will you get those please?" Banjo asked removing the jacket and shirt of the unconscious falcon.

"Yeah yeah..." She mumbled.

'This guy's not even awake yet and I already don't like him.' She thought to herself as she fetched the bandages.

As Banjo set the shirt and jacket down on the end table beside him, he noticed something attached to Falco's belt.

He picket it up and held it in his hand, the item much smaller by comparison.

"Hey Kaz, come look at this!" He said as he held it from different places, examining its every inch.

"What is it?" She asked looking closely at it as well.

"I don't know...I wonder what its for?" The bear pondered as he figured out how to hold it, his fingers fitting the rather small grooves in the grip.

"Huh...I think this is how you hold it WHOA!" He shouted covering his head as the laser pistol fired and dropped to the ground, the beam bouncing off Tooty's mirror, then a couple of pots and pans before burning the middle feather off of Kazooies head and shooting through a window pane.

Banjo and Kazooie just looked at each other as they stood back up from their 'duck and cover' position.

She put a wing up to her head and felt a feather missing.

"Banjo!" She snapped angrily, yanking out what was left of her smoking plumage and reaching into a drawer full identical red orange feathers.

"Sorry! I didn't know it did that..." He said looking as guilty as he felt. She couldn't help but pull back her anger, especially when it came to him.

"Its ok...you're just lucky I have spares." She sighed putting the replacement exactly where the original had been.

Tooty peeked out from behind Banjo's blue recliner, a look of shocked fear plastered on her young face.

"W-what was that?" She asked

"I don't know...but I think we should put this away..." Banjo said cautiously setting it by Falco's shirt and jacket and and staring at it as if it were going to fire on its own.

"Kazooie, do you still have that wrench L.O.G. gave you?" he asked

"Ugh...I'm sure that blasted stick is around here somewhere..." She groaned as she went looking for the magical item.

After a few minutes of searching, she located it and found Banjo digging a hole in the front yard.

"Banjo what are you doing?" She asked putting her free wing on her hip and cocking her head to one side with an eyebrow raised.

"Digging a hole for that laser thing! Can you use the wrench to bring it over here?" He asked

She went inside and quickly reappeared with the blaster suspended in midair by the yellow energy beam.

"Be careful..." Banjo said with concern. Something in his voice struck her as different than all the other times she had heard it. It was like she could sense his sincerity. Sure he obviously didn't want her to get hurt regardless, but Kazooie thought she felt a deeper meaning... No, she had to be imagining it. She released the weapon in the hole and Banjo began burying it.

Kazooie put the wrench back inside and came back out to question Banjo's actions.

"Don't you think he might want that back when he wakes up?" She asked.

"If he does...then we'll let him let him...know where it is..." He said filling in the last bit of dirt of the small hill, resembling one of Bottles holes. He wiped the sweat from his furry brow and lay the shovel against the house.

"Lets go see how nurse Tooty is doing ." He said walking back inside.

"Ok. Lets just pray he doesn't have anymore of those things on him!" Kazooie agreed following him in.

* * *

Fox sat in the captains chair on the bridge of the Great Fox, wondering where Falco could have gone.

He kept a close eye on the radar screen but was beginning to drift off to sleep in its soft green glow as he rested his cheek on his fist.

Suddenly a blip on the screen woke him from his daze.

"Computer, magnify radar signature." He said as the blip enlarged. It seemed to be in the shape of the wing of an Arwing.

"Computer, engage tractor beam on target 001 and resume auto navigation." He said leaving the bridge for the docking bay, where the mysterious item would be taken.

Slippy caught Fox dashing down the hallway out of the corner of his eye while working on Rob.

"Fox where's the fire?"

"I think I found a piece of Falco's Arwing!"

He said not stopping to talk.

Once in the docking bay, he found the charred remains of a wing with the Starfox emblem painted on it.

"He must have been attacked by Starwolf alone while they were fighting us!" He reasoned as he got on the intercom with Slippy, Peppy and Krystal.

"Guys Falco's been shot down, can one of you run trajectory simulations on what planets he could have landed on?"

"Sure thing Fox." Peppy said

After a few minutes of silence, Krystal came over the intercom, as she was in the navigation room with Peppy

"Uh...well there's good news and bad news. Which do you want first?" She asked.

"The good news."

"There is a 96 percent probability that he landed on a hospitable planet!" She said happily.

"And the bad news?"

"That percentage is calculated assuming he survived re-entry into the atmosphere, which without a wing is highly unlikely, and even if he did, there are a total of 504 possible planets he could have gone down on."

Fox let out a heavy sigh and began to head back up to the bridge.

"Then we've got our work cut out for us..."

* * *

Some time after Banjo buried Falco's pistol, Bottles and Mumbo came over for their weekly card game. They all sat around the table playing hold 'em, the topic of conversation rarely shifting from the unconscious blue bird in Banjo's bed.

"So he crashed his airplane into your house eh Mumbo?" Bottles asked throwing more chips into the center of the table.

The witch doctor turned mechanic glared at the mole before muttering a reply.

"He just lucky Mumbo not there when he crash. Blue bird man would be grasshopper by now." He said as Kazooie and Banjo rolled their eyes.

"For the last time, he didn't do it on purpose tiny!" Kazooie said laying her cards on the table.

"Three sevens!" She said confidently

"Two kings..." Banjo said defeated.

"Mumbo got nothing." He said folding.

"Haha, come to mama!" Kazooie said as she reached for the chips.

"Not so fast bird brain! Read'em and weep!" Bottles said revealing three queens.

She grunted indignantly and sat back in her chair, wings folded.

"Where's Gruntilda's house destroying spells when you need them?" She scoffed.

"Kazooie!" Banjo said shuffling the deck. It would be a long night for all their wallets, except for Bottles of course.

**Sorry for the uneventful chap, but I do enjoy a slow buildup! anyway, hope you enjoyed, look for the next installment in 5 days**

* * *


	4. Chapter 4 Wake Up Call

**CHAPTER 4- WAKE UP CALL**

Falco felt numbness encompass his whole body. He knew he was conscious, but he couldn't bring himself to open his eyes. Soon however, the comforting numbness was replaced by a sharp, excruciating pain in his shattered bones. He was too weak to open his eyes, but had enough strength to let out a subtle moan of agony.

Kazooie stirred from her sleep as she reached for the pillow she usually throws at Banjo when he snores when she remembered that he was sleeping in his chair.

Her eyes fluttered to life and she heard the soft groan again.

She rolled her eyes and jumped out of the backpack to wake up Banjo, as she was instructed.

"Why did he have to come to at three in the morning?" She asked annoyed as she pecked on Banjo's propped up foot.

"...huh...?' He said groggily recovering from his slumber.

"I think Bird Boy is awake." She said turning around and going back to her backpack to get more sleep.

Banjo cautiously stepped toward the rapidly breathing falcon and waited for him to open his eyes.

Falco cracked his eyelids, expecting a torrent of blinding light, but was thankfully met with the dim light of a dying fireplace. A rather large brown blur stood over him, the rest of his surroundings just as unclear as the creature either helping him or holding him hostage. He tried to focus on the thing in front of him, but found his best efforts only met by double vision and splitting headaches, as well as the pain in his limbs.

"Wh...Where am I Ahh!" He asked wearily, attempting to sit up, but only aggravating his injured leg and falling back onto his back.

"Take it easy, you're still pretty banged up." The mysterious blur said, as his voice seemed to echo in Falco's head.

It wasnt long after those attempted words that he was unconscious again.

"Ok...I guess we'll talk tomorrow..." Banjo said turning to leave, when something caught his eye.

Kazooie had observed the whole thing from her hanging perch. She had never until now actually looked at the blue falcon. Without his shirt he was rather muscular, and she could almost lose herself in the soft blue shade of his feathers. She had never seen another bird similar to her before. She secretly wondered weather they were all as cute as this one was.

'Cute or not, I still don't like him.' She argued with herself as she continued to stare. Perhaps for a little too long because she turned to see Banjo with his arms folded, a sly grin across his face.

"If you want to get more sleep, you should probably start by blinking." He teased, earning him a pillow in his direction.

"Goodnight Banjo!" She growled, furious at being caught in a moment of sensitivity, and by the object of her feelings no less.

"Night Kazooie." He said still smiling as he went back to his chair.

'Say something to her! You have to let her in! Don't be such a coward Banjo! You're a bear for goodness sake!' He thought to himself as he stopped halfway to his chair.

"Sleep well sweetheart..." He whispered forlornly.

"What was that?" She said assuming he was still mocking her.

"...huh? Oh nothing..." He sighed as he climbed back in his chair and closed his eyes, trying to shake the confusing thoughts of his Breegull friend from his head.

'Coward...' He thought as he drifted off.

* * *

"Ok guys, split up and scan one planet, then meet me back here and we'll see what we've got." Fox said flying in front of the Great Fox, flanked by his wingmen.

"Roger that Fox, Slippy out."

"Peppy out."

As his wingmen took off in opposite directions, he secretly worried for Falco's life. He was the closest friend he had on the Star Fox team, besides Krystal, who snapped him out of his thoughts.

"We'll find him Fox." She said comfortingly from the Great Fox.

He nodded hopefully and sighed.

"I hope so..."

"Don't hope so. Know so." She said smiling at him, inspiring one across his muzzle as well.

He set the destination into his computer and rocketed off into the darkness of space.

* * *

The sun rose brightly the next morning as a ray of light shone through the curtains Banjo left open the night before.

"Grr..." She growled as she made her way down from her backpack and closed the curtains angrily. She turned to glance at Falco once more, still finding it hard to quit.

'Whats wrong with me?' She thought as she caught Banjo with the same grin across his furry muzzle, as if it had stayed there all night.

"Banjo! Stop sneaking around like that!" She snapped.

He just leaned against the door frame, arms folded and began to sing

"Kazooie's got a boyfriend, Kazooies got a boyfriend!"

"Shut up Banjo!" She yelled as she started to smile, annoyed, but amused by the situation.

"Breakfast will be ready in a few." He said returning with the kitchen where his sister was at work.

Kazooie heard Falco rustle in the bed as he began to wake up.

He opened his eyes to this time see a smaller orange blur, but soon his vision focused enough for him to observe his surroundings. He was in a small house somewhere, but he had no idea how he got there. He focused on the female bird in front of him, not sure of the species. After only a half second, he realized one very strange thing about her. She was stark naked. Not a single article of clothing on her as he stared at her in the dumbstruck fashion a male of any species does when he sees a nude female.

Kazooie raised an eyebrow and asked in a blunt manner

"Can I take your order?"

Falco snapped out of his stare and blocked her body with his uninjured arm.

"Uh...why are you naked?" He asked, but then he attempts to put two and two together.

"Wait, where's my shirt?! Oh god I'm a sex slave! Though I guess I cant blame you." He said still delusional from the crash with a cocky smirk on his face.

Kazooie's green eyes flashed with outrage as she drew closer to the injured Falco.

"Ha! You? Clearly you're still delusional!" She laughed as Banjo heard the commotion and came into the room.

"You tell yourself whatever you need to help you sleep at night."

This set her off as she grabbed the nearest object (which happened to be a heavy bronze bookend) and raised it as if to bash Falco over the head with it.

Banjo caught her wing and grabbed the weapon from her.

"Kazooie! Are you crazy? What are you doing?" He asked setting the bookend down on the table.

She glared at Falco, then back at Banjo before turning for the kitchen without another word, leaving her bear friend scratching his head.

"She seems nice." He said in the same manner as his previous comment.

"Sorry about that, she doesn't trust strangers." He said pulling a chair up beside the bed.

"And I don't trust nudists. You guys ever hear of clothes or do you always walk around half naked?" He asked.

Banjo scratched his head and made a face racked with concentration.

"Uh...its never been an issue before." He said as Tooty came in.

"Banjo breakfast is re- Oh! He's awake."

Falco looked over the cub and then back at her older brother.

"Wait a second...did she just call you Banjo? Like the musical instrument?" He asked.

"Yeah, that's my name. My Breegull friend you've already met is named Kazooie."

Falco had to hold back laughter at that notion.

"Hang on, hang on. Your name is Banjo, and her name is Kazooie. So who does that make you? Pan Flute?" He asked referring to Tooty.

"No, my name is Tooty. I'll have some food out for the two of you in a minute." She said retreating to the kitchen in her ever so polite manner.

Falco looked over himself as he realized he had been (attempted, at least) taken care of, he looked back up at the bear.

"You guys did all this?" He asked referring to the bandages.

"We aren't doctors or anything, but we did what we could."

"I appreciate it Banjo...now could you remind me how I got here?"

"Kazooie said she saw you falling out of the sky in an airplane or something."

"Oh...My Arwing! What happened to it?" He asked urgently, he knew Fox would be furious if he wrecked it, as they didn't have near enough money to replace it.

"Well...you kind of crashed it into our friends house."

For the first time since waking up, Falco felt guilty, only a tad bit showing on his face.

He looked to his left and saw his dirty clothes. He felt around for his laser pistol but noticed it absent from his belt.

"Great, my blaster is gone. Just one more thing coming out of my pay..." He sighed, but Banjo recognized what he was looking for.

"Does this thing you're looking for shoot lasers?" He asked

"...Yeah..." He said cautiously.

"I buried it in the front yard." He said almost proudly.

"What?! Why?"

"It nearly killed Kazooie and I, bouncing off the walls like it did!" He said in his defense.

Falco closed his eyes and sighed to himself as he tried to count to ten to calm himself. This was an underdeveloped planet all right.

'They're taking care of you Falco, just roll with it...' He thought as he moved his legs to the side of the bed and tried to stand, only to be met with a pain like an icepick going through his shin as he cried out on agony.

"Take it easy! Your leg is still broken." Banjo said moving to catch him if he fell.

"You wont be walking for a while." The honey bear said.

"Great." Falco grunted moving back up to his previous position.

"I'll go dig up your laser thing. Tooty will bring your breakfast out here in a few." He said getting up and heading outside.

From the bed, Falco could see Kazooie eating at the table when she caught him looking at her.

She shot a death glare at him, her beak almost curling into a snarl (A/N: I know beaks don't curl, just work with me.:) as Falco waved to her innocently.

"Oh, she's trouble. I like that..." He said smiling to himself.

**Falco is awake! more updates to come!**


	5. Chapter 5 Out Of His Shell

**CHAPTER 5- OUT OF HIS SHELL**

The rest of the morning went by rather drolly as Falco inhaled his breakfast, which by far the best thing he had ever tasted. It was so much better than the insta-meals they had been subsiding on aboard the Great Fox.

"Tooty, that was the best breakfast I've ever had!" He said laying back against the bed.

"Glad you liked it...Uh..."

"Falco." He said realizing he had withheld his name for the past few hours.

"Well Falco, I hope you feel better soon." She said clearing away his empty plates.

He felt terrible about having the residents of this house take care of him while he sat back and did nothing for them.

His guilt was interrupted when felt something jab him sharply in his pants pocket. He winced and reached in and retrieved a hypodermic needle filled with a glowing blue liquid.

"Ahh, glad I left this in here." He said holding it in his uninjured hand. The Osteo-pak in his hand had the ability to heal broken bones in a minutes flat, but he only had one dose, so he had to choose between his leg and arm.

He stabbed the needle into his injured leg as he clenched his beak in an effort to not shout in unimaginable pain.

He pushed the plunger down and watched the neon liquid disappear from the needle, he felt the cooling sensation encompass his entire leg as he felt his bones set and begin to heal.

"Oh yeah....that's the good stuff..." He sighed as his eyes drooped, a side effect of the medication as the needle slid out of his hand and onto the floor, rolling across it and stopping when it hit the foot of a certain Breegull.

She had her wings folded with a look of disgust on her face.

"You come into my house and start doing drugs?" She sneered.

"Very funny...It just... fixed my leg... smart ass." He sighed, a smile creeping across his face.

'Stop looking at him Kaz! Stop it!' She thought to herself, but found it impossible to pull away.

"So... what are you...anyway?" He asked.

She raised an eyebrow, her face didn't show it, but she was glad to have an excuse to keep making eye contact for a few more seconds.

"If you must know, I'm a Breegull."

Falco returned the eyebrow arch and replied with an "Oh."

_'Heh, clever, a cross between a Seagull and a bit-'_ His thought was interrupted when she returned the question.

"What are you supposed to be exactly?" She asked.

"I'm a Blue Jay... if you couldn't...tell by looking at me." He replied

She scoffed at his implication and continued.

"When are you leaving?" She asked bluntly.

"Why? In a hurry to get rid of me?" He asked smiling as the drowsy effects began to wear off.

"You could say that." She said walking outside. Falco watched her walk away and smiled.

"I could get used to her, hehe."

* * *

"Scan after scan and we've still got nothing. I think you should consider the fact that maybe Falco might...not have survived the crash." Slippy said sadly.

Fox didnt want to believe it, but that seemed to be the most likely scenario. His smart mouthed feathered friend had finally been done in by their rival Star Wolf. It was almost too much to believe. They all had their moments when they cheated death, but unfortunately it looked like Falco's luck had run out.

After a moment of uncomfortable quiet on the bridge, Fox's silence was his admittance to defeat.

* * *

Falco got up from the bed, testing out his new leg, and finding it just as strong as ever.

"Ahh, that's better." He said putting on his shirt and jacket walking into the kitchen with his arm in a white sling.

Banjo stopped eating lunch in surprise when he saw Falco upright and mobile.

"How did you fix your leg so fast?" He asked baffled.

"I had a Osteo-pack in my pocket. It fixed me up, but my arm is still busted." He said sitting down in the available chair as Kazooie had been out since breakfast.

After a few moments of silence, Falco asked Banjo to take him to his crash site.

"Sure thing Falco..." He said standing up and clearing his plates.

As they started out the door, Falco asked

"Is bird girl coming with us?" He asked.

Banjo chuckled.

'He's like a male version of her...' He thought.

"No, I don't think so. She's been gone since breakfast...So has Tooty...huh." He said trying to connect the dots.

As they walked up Spiral Mountain, Falco noticed the bears necklace.

"Nice shark tooth. Where'd you get it?" He asked.

Banjo looked down and held it in his paw, as if he was _really _examining it for the first time.

"I've always had it, ever since I was little." He said thinking back trying to remember in vain how he had come about it.

Falco turned forward and kept walking as Banjo dropped the charm and did the same. They came to the bridge and Falco looked at the giant witches head.

"Someone is certainly egotistic. Who would carve a statue of themselves into a mountain when they look like that?" He asked as they set foot on the flimsy rope bridge.

* * *

"Ok shorty, I wouldn't have brought you all the way out here without having a good reason." Kazooie said putting her down in a clearing of the springtime zone of click clock wood.

"I figured..." She said brushing off her overalls as Kazooie folded her wings neatly beside her.

She looked at the cub and opened her mouth as if she was going to speak, but then closed it and began to pace in front of her, clearly apprehensive about her next sentence.

The cub let her Breegull friend gather herself as she sat on a stump, waiting for Kazooie to stop pacing.

After a few minutes, Tooty began to grow impatient.

"So...what is this about exactly Kaz?"

She finally stopped and turned to her.

"Ok...Its about Banjo."

She perked up at the mention of her brother.

"Ok, what about him?" She said, stringing Kazooie along so she would spill the beans about what was on her mind, even if she already figured out what she wanted to say. She was much sharper than her brother.

She took a deep breath and closed her eyes.

"IthinkIlikeBanjo..." She said softly.

"What? Dont mumble Kaz."

She growled at having to repeat it louder and nearly sneered "I think I like Banjo!"

Even though she knew this already, she was still rather surprised.

"Oh...well, does he know?"

"No...I don't think so. That's why I brought you here. You're the only person I know who isn't a jerk mole or a goofy shaman mechanic."

Tooty nodded at the pseudo-compliment and looked back to her.

"I'm so confused...I dont know why I feel this way, I mean he's not even the same species as I am! How can I have feelings like this for something that seems so...unnatural?"

It was unheard of for the normally smart mouthed tough-as-nails bird to show a weaker side, but the little cub was honored that she picked her to show it to.

Tooty smiled at her and gave an answer only a child could give.

"The heart wants what it wants Kazooie. You don't get to pick who you love, it just happens." She said happily.

The Breegull smiled and hugged Tooty as she strapped on Banjo's spare backpack and set off toward Spiral mountain.

'This is why I love that girl.' She thought climbing ever higher into the clear skies.

* * *

Falco and Banjo reached the smoldering crater that held the remnants of the Arwing.

"Here it is. What kind of airplane is this?" The bear asked

"Its not an airplane, its a spaceship...well, it was anyway." He answered

The wreckage (especially the cockpit where he had been) gave him chills. The twisted metal ripping through the seat where his head would have been left no doubt in his mind that he would not have lived if he hadnt ejected.

With a heavy sigh he climbed down into the hole and began looking over every charred inch of his spaceship.

Banjo sat on the edge of the crater as Falco came back up and sat beside him, bits of grease now staining his shirt and once pristine white arm sling.

"This will take months to repair the airframe alone...and god knows how I'm going to fix my avionics with twigs and leaves..." He said wiping the sweat from his feathered brow.

"I think I might know someone who can help you get this thing up and running." Banjo suggested.

"Really? There's a starship mechanic on this planet?" He asked skeptically

"I dont know about one of those, but the guy whose house you demolished is a regular mechanic." He said

"Then I'm sure he'd be more than happy to help me." Falco said sarcastically

"Look, I think the easiest thing to do is for me to try and make some kind of communication device so I can let my team know I'm on this rock." He said standing up and moving back to his ship to see what could be rigged into such an item.

**Ok, idk if Falco is actually a blue jay, but whatever. anyway, look for the next chap sometime soon, and thanks for reading!!**

* * *


	6. Chapter 6 Starwolf's Lucky Break

**CHAPTER 6- STARWOLF'S LUCKY BREAK**

Falco worked until the sun set, with Banjo helping him where he could. To Falco's surprise, he was quite knowledgeable when it came to tools and advanced mechanics. In fact, the only thing keeping him behind Falco was the fact that the ship was unlike anything he'd ever seen as far as its advanced avionics.

"Ok, I think I have enough tools and parts to throw something together." Falco said gathering the various electronic devices he had salvaged from the ship.

"Good, its getting late, we should probably head back. Kazooie is probably worried about us."

Falco chuckled and added

"I don't know about _us_, but I'm sure she's wondering where you've been all day."

They set off once more down the mountain.

_Later that night..._

After a few hours of tedious work, Falco finally had fabricated a strong, high frequency radio transmitter.

Falco stepped outside of Banjo's house with his handheld device and quite easily jumped onto the roof, holding it up as high as he could.

Banjo joined him outside and looked to the roof as he primed the transmitter.

"So...you think it will work?" He asked.

"Well, the batteries only have enough juice for one shot, so lets hope it does."

After a few more minutes of silence, Banjo spoke up again, asking a question that had been eating away at the adventurer inside of him.

"Whats it like to...you know...fly spaceships and stuff?"

Falco smirked

"It has its ups and downs. There's a lot more out there than any one person can see in their lifetime."

Banjo nodded.

"What are you exactly?" He asked.

"What do you mean?"

"I mean what is your job? What do you do for a living?"

Falco's smirk drooped slightly as he continued to tweak his transmitter.

"I fight wars for people who don't have the balls to do it themselves."

"So you're a mercenary?"

He nodded.

"Ok, lets see if this works. I hope you're listening Fox!"

An extremely high frequency radio broadcast burst forth from the device and rocketed off into space.

xXx

Krystal came up behind Fox and put her hands on his shoulders as he sat at the helm of the Great Fox, not taking his eyes off the radio and radar beacon monitors he had been watching for the past eight hours.

"Fox, you've been doing this all day. Will you at least take a break to eat with me?"

Fox sighed and turned his chair around to face her.

"Ok..." He said turning the monitors off just as Falco's signal reached the Great Fox.

xXx

_Meanwhile, unknown to the Star Fox team..._

Starwolf's mother ship the Black Wolf (A/N: no idea what the actual name of their mothership is, so I went with this.) was nearby, and their monitors just happened to be on while Wolf O'Donnel was on the bridge.

"Whats this?" He said leaning over the glowing green screens.

"That signal came from Omega five, that planet doesn't have the technology to send a signal like that, and we're so far away that even if it did, the only way it could reach us is if its core was...Wait a second. Leon! Get in here!" He shouted over the intercom.

"What is it? You interrupted my nap!"

"To hell with your nap! Show me what sector you shot Falco down in." He said

He showed him and Wolf smiled.

"Just as I thought. Falco is alive! Get Andross' old fifth space fleet on the line, they owe us after we saved their ass from the Cornerians in sector Y."

Leon nodded with a disgruntled sneer and left the bridge.

Wolf turned back to the monitor and grinned.

"You certainly are hard to kill Falco. But rest assured, I'm about to change that."

xXx

Falco watched the little green light on his transmitter slowly fade out.

"I hope they heard that." He said slowly climbing off the roof.

"Well, I'm gonna turn in..." Banjo said yawning.

"I'll be in soon. Thanks again for everything you've done for me Banjo." He said looking him in the eye sincerely.

"No problem." He said going inside.

After a few minutes, Falco joined them inside. Banjo was asleep again in his recliner, having given up his bed to his guest once more, adding to Falco's guilt.

Falco removed his dirty jacket and shirt along with his boots and lay on the bed. He observed his quaint surroundings and felt a very unfamiliar feeling wash over him. His normal stress levels had dropped dramatically, allowing him to do something he hadn't done in ages. Relax.

As soon as his head hit the pillow he was out cold for the night.

xXx

"This is it?! This is all that's left?!" Wolf growled as he looked on the remnants of the once massive fifth fleet, now a fraction of its former glory.

"What the hell happened!?" He asked.

"We've been on the run ever since Andross fell. We've had to raid supply convoys to survive, and each time, we have lost more men. But what you see before you, is the best of the best." The Chimp commander said as her men stood in formation behind her on board the Black Wolf.

"Grrr...fine. Remember that favor you owe me Covo?" He asked.

"...Yeah." the Chimp answered cautiously.

"We need you to go to this planet and search for this downed pilot." He said pointing to a holo-screen with Falco's picture and the planet displayed on it.

"And when we find him?"

"Kill him."

"Ok, and what will you be doing?" Covo asked.

"We'll be doing what we were payed to do in the first place, and Falco may have made our job that much easier."

xXx

Falco was stirred from his slumber by the sound of rattling trash cans outside the house. He brushed off his concern as raccoons rooting around in the garbage and went back to sleep.

But as soon as he was about to pass out once more, he swore he heard whispers coming from beyond the front door. He grabbed his laser pistol and stood up from bed. He crept carefully around Banjo and went to the door, his weapon held vertically in his good hand.

The door seemed to not be closed, so he slowly leaned out to see through the crack in the door. He saw only swiftly moving shadows as he readied himself to fling the door open.

He took a deep breath and kicked the door, quickly pointing his gun to the left, then the right. Seeing nothing of suspicion he lowered his pistol. As soon as he did, he was met with an arm around his neck in choke hold fashion. He dropped his gun in shock and put both hands on the mysterious limb and tried to pry it from around his neck.

He looked at the arm, and noticed it was grey and furry. He had an idea of who it could be, but then the voice confirmed it.

"We're coming Falco. And when we do, there will be nothing left of you, Starfox, or this miserable planet!"

"Wolf!" He gasped as the air left his lungs slowly.

"That's right bird. Now, go back to sleep." He said as Falco felt the barrel of a laser pistol on the back of his head.

In a flash of light he shot up from bed, sweat heavy on his brow. He looked around at the sunshine coming through the windows as all the other occupants had already awakened.

Banjo and Kazooies heads were peeking out from the kitchen, having been drawn by the sudden disturbance.

"Aww, did the big tough Blue Jay have a bad dweam?" Kazooie mocked turning back into the kitchen.

Banjo rolled his eyes at her and stepped into the doorway.

"Are you OK Falco?"

"Yeah...I'm fine. You guys have a washing machine?" He asked grabbing his dirty clothes.

"Sure do." Banjo said pointing out the front door, to the river surrounding the mountain.

Falco's expression dropped as he went outside.

"Clever..." He thought as he removed his clothes and waded into the river.

"Holy Jezzuz this is cold!" He said wrapping his arm around his chest and shivering slightly.

Then he got a strange feeling, one like a set of eyes were upon him.

"Stop looking at my ass!" He called over his shoulder in the waist deep water.

'How did he know?!' Kazooie said quickly pulling herself back inside. Luckily Banjo and Tooty hadn't noticed her 'spying'.

'What is wrong with you Kaz? First Banjo now this? You don't even know this jerk!' She thought.

Falco smiled and grabbed his shirt off the shore and began to soak it in the water before smacking it on a nearby rock with one arm and repeating the process with his pants and jacket.

xXx

_On board the Great Fox..._

Peppy was on the bridge as he steered the ship away from the planet which Falco was stranded.

"Falco, Falco, Falco...What did you do to yourself?" He sighed as a large group of ships appeared on his long range radar.

"Uh oh..."

He quickly got on the intercom and alerted the rest of the ship.

"Guys, there's a large group of ships within attack range! I think Starwolf is back, and they brought friends!"

Fox was startled from his slumber with Krystal in his arms as they both jumped up and Fox dashed to the locker room while Krystal went to the bridge.

In no time flat their Arwings were in formation, though one pilot short.

"Ahh Starfox, thank you for coming to us so we could finish you off! Spaceship fuel is so expensive these days." Wolf sneered.

"We aren't going down this time Wolf! I'm going to avenge Falco if its the last thing I do!" Fox shot back.

"Fox, don't get reckless!" Peppy reasoned as they engaged the fleet, horribly outnumbered.

"I don't have time for this. Covo! Send a squad to deal with them while we jump to hyper space. Adios Starfox!" He said as the Black Wolf and most of the other ships disappeared into hyperspace.

"Why are they running away?" Slippy asked

"I don't know, that's not like them." Krystal answered from the Great Fox.

"We aren't out of the woods yet guys!" Fox said as a squad of Covo's grunts engaged them.

They picked their targets and rocketed into battle. Each in their own dogfight, no one noticed a second bogey on Slippy's six (like they ALWAYS were at the WORST possible time and he could never deal with them HIMSELF. nuff ranting back to the story.), rattling his ship with laser fire.

"Fox, Help me!" He pled over the radio.

"I'm a little busy at the moment!" He said with a ship in front of him and one behind him.

A bead of sweat formed on the frogs brow as he tried in vain to shake the enemies on his tail.

His computer soon made that most grave of sounds

"Enemy lock."

"Don't worry shorty, I've got your back!" A female voice came over the radio as a pink spaceship roared past Peppy and blasted the ships behind Slippy.

"Katt? What are you doing here?" Fox asked as he destroyed his assigned targets.

"I was in the neighborhood and thought I'd stop by. Where's bird boy?"

The radios remained silent as if she had just asked a forbidden question.

"Falco was shot down in the Omega sector not too long ago." Fox said bluntly.

"W-what?"

"He was shot down. We don't think he survived. But whats more important is that we follow StarWolf and avenge him!"

"Fox, be reasonable about this. They outnumber us four to one! And that's without Wolf and his gang."

"I'm doing it, with or without your help." He said heading back to the Great Fox.

"He'd have done the same for me..." He whispered to himself.

**Sorry for tha late update. lots of stuff has been going on irl. anyway, there ya go, tell me what you think!**


	7. Chapter 7 Invasion

**CHAPTER 7-INVASION**

**Sorry about my lack of punctuality as of late. had a lot going on. mainly finals, but those are over, its summer now, so I'll get a lot more writing done! without further adue, heres ch7!  
**

Wolf poured over a map of the planet to which his space fleet was headed. His concentration was broken as the door to the navigation room opened to reveal the rest of his team.

"Alright Wolf, we're tired of being in the dark about what we're doing in this empty corner of space!" Leon said

"Yeah, whats so special about this planet we're headed to, other than the fact that Falco's on it?" Pigma added

Wolf looked up from his map with a growl, his fangs barred. He took a deep breath, then calmed himself as he addressed his subordinates.

"I recently met up with a wealthy associate of mine who works for the largest starship fuel production firm in the system. As you are all aware, there is a shortage of Zendium, the universal propellant for spacecraft has caused prices to skyrocket. He told me that Ultors assets are all tied up pursuing more 'promising' leads, and asked if I would scout the Omega sector for any planets that appeared to be rich in the stuff...for a nominal fee of course."

"Ok. How much did they pay?" Panther asked.

"50,000 credits. "

The expressions of his crew quickly morphed into one of shock and anger.

"What?! That's not even worth the flight out here!" Andrew shouted along with similar sentiments from his shipmates.

"Now now, you didnt think I would let some corporate scumbag low ball me? _I_ took the money, but _we_ are going to take over the planet, and sell the fuel ourselves!" He announced rather proudly.

There was a few seconds of silence before Panther voiced his thoughts.

"How can we fight an interplanetary corporation with nearly unlimited resources when all we have is the Black Wolf, our Wolfen IV's and a few washed up rebels?"

Wolf only smiled.

"Simple. We are due to report back to the Ultor CEO in a few weeks, and I have refueling stations lined up to buy cheap Zendium. By the time they realize we played them for suckers, we'll have all the money we will ever need. And with that money, after we fight off Ultor, we can finally eliminate the Starfox team once and for all, and retire like kings! So it is in that spirit that I ask you my crewmen...are you with me?"

They all nodded heartily at the though of major wealth as Wolf turned back to the map of Banjo and Kazooie's home world.

"Good."

xXx

"Ok Fox, I've got an ion trail, but if we follow it now, we run the risk of running right into the middle of them, or worse, literally running into them!" Slippy said concerned.

"I know, but if we don't go now, we could lose our chance to kill them!...but I wont make that decision alone. Its the crews decision. What do you guys say?" He said calming his vengeful feelings.

"We're with you Fox." Peppy said after exchanging glances with his amphibious friend and nodding.

"We'll make those bastards pay." Slippy added.

Fox turned to Krystal and Katt, who had boarded the ship after hearing about her on again off again love interests fate.

"Krystal?" He asked.

"Of course I'm in." She said

"If you guys don't mind, I want to follow you to wherever they went. I want to make sure they burn for what they've done to him." She said with a coldness none of them had ever seen, or even believe the normally bubbly feline was capable of.

"Rob, ready the ships engines for light speed."Fox ordered.

"Roger Fox."

"They aren't getting away this time."

xXx

Falco lay his clothes on a boulder in the sun to dry, wearing a borrowed pair of Banjo's yellow shorts until then.

He checked himself over and thought

'Not too bad. This could be a weekend look for me.'

He was snapped out of his thoughts by Banjo loudly announcing his cannonball and soaking Falco's only dry article of clothing.

"Banjo! C'mon I was dry for not even five minutes!" He said with a mix of aggravation and lightheartedness, something very rare for him. Something about this place just relaxed you.

"Calm down Falco, I've got more shorts." He said lazily floating on his back wherever the current took him.

Falco shook the water off and sat down on the shore of the river while his new bear friend laid about in the cool midmorning waters.

"So you and Kazooie have been living together a while. Are you two bumping it?" He asked rather bluntly.

The idea was so jarring that Banjo stopped floating in brief shock to address the question.

"No...We're just friends. Best friends." He quickly added.

Falco was skeptical. He had seen the way he looked at her when he knew she wasn't looking. It was the same way Fox used to look at Krystal. Disgusting.

"Really? No feelings for her whatsoever? Then you wouldn't mind if I tried to get with her?" He asked proddingly.

Banjo's expression held its calm appearence, but the weight in his stomach and the subconscious clenching of his paw gave away his true feelings.

"No... I wouldn't care..." He said.

"Really? Then why are you so tense, and why is your paw clenched?" He asked.

He looked under the water at his paw and relented, his furry brown shoulders slumping in defeat.

"Ok...So I like her a little bit. Don't you think that's weird though?"

"For a guy to like a girl? Nothing jumps out at me, no."

"No, I mean she's a bird! And I'm a bear!"

Falco laughed at the idea.

"I've seen worse Banjo trust me. If you like her, you should probably let her know."

Banjo thought about what he said and nodded, climbing out of the water.

"Ok...but don't tell her I like her, ok?" Falco nodded.

"You've got my word."

"Good, and I think we're running low on food, Kazooie and I are heading into Showdown Town to get more, want to go?"

"Sure, I could use some excercise."

"Good, I'll wrap a new bandage for your arm and we'll go."

After getting Falco's soggy arm sling replaced, the three of them set out for Showdown Town.

Upon arrival, it was just another busy day in the town square. Mumbo's Garage had vehicles lined up out the door for repairs, and the Lord of Games factory was billowing smoke as their former enemy slaved away for eternity somewhere in the bowels of the building.

"Are those pigs in hula skirts?" He asked

"Unfortunately. This place isn't known for being normal." Banjo responded.

"Whats with the gold jigsaw pieces?" Falco asked noting the giant gumball-esque thing in the center of town.

"There was this witch who lived in the lair we visited to get those parts from your ship. The first time we met, she tried to kidnap my sister so she could steal her beauty with some crazy machine she invented. So we trapped her under a rock for a few years. Then her sisters came from who knows where and revived her, where they then built a giant life sucking laser gun to bring her fat body back after it had all rotted away. Then the guy who owns that factory up there decided to hold a contest between us, and the loser had to work in the factory for all eternity. A few bad rhymes and terrible puns later, we won. Then a few weeks later, you showed up." Banjo explained.

Falco looked at them, and then began to laugh heartily.

"Whats so funny?" Demanded Kazooie.

"That is the most rediculous thing I have ever heard! A beauty stealing machine? What?! Who does that? Then the life sucking ray? You've got a great sense of humor Banjo."

"It really happened!" Kazooie said getting annoyed.

"Sure it did. Ha ha you guys..."

"Ok, well either way, here's the place. We'll be out in a few."

Soon they came to the market where the bear and bird pair disappeared, leaving Falco to rest outside on a bench and people watch; a luxury rarely afforded for a mercenary.

As he sat an observed the children with their parents buying ice cream, the young couples holding hands going for a stroll, he couldn't help but think of how blissful it is to be ignorant to the problems of the galaxy he was familiar with. They had no contact from other planets or civilizations, save for himself.

However, unknown to Falco, a squad of Covo's commando's had secretly taken positions around the town, looking for him.

Disguised as normal citizens, one of the agents spotted him on the bench.

"Wolf, I've got a visual on the target at my coordinates." He said into his wrist communicator.

"Good, the fleet is inbound, stand by for the hostile takeover."

"Copy."

* * *

"That jerk is really getting on my nerves." Kazooie said as they made their way through the market.

Banjo ignored her comment as he began buying various fruits, breads and other food stuffs from the local vendors.

"He's not that bad Kazooie, he's just not from around here. He doesn't know how things work." He said paying the shopkeeper and continuing down the open air market.

"Ohh! Bear! Over here!" A feminine voice called out as the two walked by.

'_Great.' _Kazooie thought as she recognized the voice immediately.

"Hey Wumba! (A/N: For those unfamiliar, she is the hot indian (or Native American) chick and Mumbo's former rival.)" Banjo called back walking toward her blueprint stand. (She also sells blueprints for vehicles some inexplicable reason).

"What bring you to showdown town Bear? Humba have fancy new blueprints for attack jet, and helicopter!" She said excitedly.

"Naw, we dont need any blueprints, sorry." Banjo said

"Very well...Wumba not want to keep you. Maybe you come by wigwam (I feel so racist for typing this. Damnit Rare!) for equinox festival. Lots of food there!" She said trying to persuade him.

"Over my bleeding corpse..." Kazooie mumbled.

"What bird say?" She asked honestly

"Nothing. C'mon Falco's waiting." She said nudging him along.

Banjo was in shock. She just used someone besides his and Tooty's actual name! He checked his ears to make sure they weren't plugged up.

"Bye Wumba." He said walking away toward Falco.

"Whats the matter with you?"

"Nothing's the matter with me." She said defensively.

"Are you sure? I mean, you usually say something to Wumba. A shot at her clothes, her bad english...something."

"You know, I dont need you trying to figure out every little detail of my life and mood Banjo! Sometimes I just don't want to talk about it OK?! Please get that through your thick freaking skull!" She snapped, leaving Banjo in awe. She never acted this way toward him before, his pride was severely bruised.

She immediately felt bad for shouting at him, but before she could apologize, they were behind Falco.

Falco closed his eyes for a brief moment but was awakened by a tap on the shoulder, Banjo having stored the groceries in his backpack with Kazooie beside him.

"Ready to head back to the portal?" Banjo asked, a slight droop in his normally happy tone.

As soon as Falco was about to nod, he heard the rumble of ships entering the atmosphere, then the whine of none other than the Wolfen IV's engines as they swooped in over the town.

"Oh no...Guys run!" He shouted, but was cut off as a proton bomb hit the market where they had just been seconds before, throwing the three of them backwards.

Before Falco could get up, drop ships carrying everything from tanks to infantry landed in the town as lasers and bombs continued to devastate, one in particular hitting the Lord of Games factory, leveling it, and all inside.

"There's the target! Go go go!" one of the ground troops said as they approached him with laser rifles drawn.

He scrambled to his feet and grabbed Kazooie as Banjo got to his and they dashed uphill toward the portal back to Spiral Mountain, while Falco fired back at them with his blaster.

One of Covo's men saw the target running away, and pulled a plasma grenade from his belt. he tossed it a few feet behind Banjo. It detonated right behind him as it landed and sent him flying into the air and crashing to the ground, knocking him out.

The two birds looked back to make sure Banjo was ok, but that was not the case.

"Banjo!!" Kazooie shouted in terror as the ground forces moved in on him.

"We have to get out of here!" Falco said grabbing her arm.

"No! I'm not leaving without him!" She said ripping her arm away, shimmering tears forming in her emerald eyes.

"He'll be fine, they aren't after him now C'mon before they get us too!" He said nearly dragging her through the portal as she caught her last glimpse of her best friend being dragged away by space mercenaries.

"Banjo!"


	8. Chapter 8 The Conquerors

**CHAPTER 8-THE CONQUERORS  
**

As soon as Falco and Kazooie were spat out of the portal, he drew his laser pistol and fired at the box of wires controlling the device, destroying it completely.

"No! What have you done! Banjo is still trapped in there with those things!" She screamed in fury and worry.

"Calm down! They aren't after him! He'll be fine!"

"How do you know?! How do you know so much about what just happened?!" the near hysterical Breegull demanded.

"I'll explain when we're safe. We need to get to your house and make sure Banjo's sister is ok!" He said dashing off toward the modest house.

xXx

"Wolf the target escaped through a portal, and deactivated it." Covo reported from the ground.

"What?! How hard is it to kill one individual?!"

"Calm down, we've captured a bear who seemed to know him."

"I'm coming down. Have a lead on Falco by the time I get there!"

xXx

"Banjo's b-been...kidnapped?" Tooty stammered on the verge of tears.

"Yes he has...But I'm going to get him back." Falco said confidently.

"Not until you tell me what you have to do with the space invaders!"

Falco sighed as he sat down in one of the chairs by the table, with his hand on his forehead.

"They are a rival mercenary team. We've been trying to kill each other for a while now. They thought they had killed me, but I guess they intercepted my distress signal."

"So this is your fault! You brought this on us! On our whole planet!" She snapped

"Yeah I did, but I know how we can stop them! And get Banjo back safely!"

"Why should we trust you?"

"How badly do you want to see Banjo again?"

She averted her bright green eyes, giving him his answer.

"Then you need to shut the hell up with the hysterics, and trust me, I can get him back."

"You'll never survive out there without me. I'm coming with you." Kazooie said.

"Suit yourself. What about her?" Falco asked referring to Banjo's sister.

She turned to the bear cub and knelt down to her eye level.

"We're going to get Banjo back, but its going to get really dangerous, so I want you to stay with Bottles and his family again." she asked in the most compassionate voice she had ever heard her use.

"B-but I want to help get B-Banjo back too! He's my brother!"

"I know you do sweetheart, but I would never forgive myself if something happened to you. Please, go with Bottles so I'll know you're safe." She pleaded.

The bear cubs eyes and Kazooies met and held for only a second, but it was enough to convey the sincerity of the situation.

"Ok...I'll go. Please bring Banjo back." She said sadly, tears falling from her eyes.

"We will. Don't worry." she said confidently.

Kazooie carried her to Bottles house in one of Banjo's spare backpacks.

"Sorry to dump her off on you again four eyes."

"No problem seed breath. The kids and Tooty get along great."

"Thanks." She said turning to leave.

"Kazooie...Good luck rescuing Banjo. You better come back in one piece."

"Don't worry about me squinty." She said smirking as she took flight back to her house and the waiting Falco.

xXx

The Great Fox came out of hyperspace in time to see the Black Wolf in orbit around a distant planet.

"There they are!" Fox said from the bridge with the rest of the team.

"What are they doing over there?" Krystal asked.

"Hang on, I'll see if I can intercept their radio transmissions..." Slippy said tuning their listening equipment on the bridge where they had gathered.

A lot of static came through the speakers before they heard a voice all of them knew too well.

"...Have a lead on Falco by the time I get there!"

They all gasped in relief and surprise as hope found its way into their hearts for finding their friend.

"He's alive!" Katt said joyously.

"That'a boy Falco!" Peppy said smiling.

"We need to get down there and find him before Starwolf does!" Fox said.

"I'll stay here with Rob and give you guys what ground support I can with Great Fox's cannons" Peppy said as they dashed to the docking bay.

xXx

Kazooie landed outside her house and found Falco leaning against the door, his pistol in his good hand.

"Tooty is safe. Before we start, lets get one thing straight. I don't like you. As far as I'm concerned, Banjo being captured is your fault, and as soon as we get him back, you better be gone. I don't care where you go, but you better not bother any of us ever again. You get me?" She growled.

Falco squared up with her with a just as menacing glare on his face.

"Don't worry, I wont. But maybe you should show a little gratitude to the person who is going to save your worthless rock of a planet from being pillaged by mercenaries." He said sharply.

"I'll show you gratitude when you've done something besides eat our food and take our bandages." She said.

"Enough of your egotistical bullshit, can we just concentrate on getting you boyfriend back?"

She blushed madly as her face contorted with anger.

He turned his back before she could speak.

"I'll take that as a yes. Since I destroyed the portal, how can we get back to that Showdown Town place?"

She exhaled angrily and decided to shelve the insults and concentrate on Banjo's predicament.

"There _isn't _another way in idiot, that was it!" She said.

"Huh...then what are we going to do?" He asked.

"Why are you asking me? You're the one who wrecked the portal!"

"Maybe because you're the one who lives here! Now listen, arguing isn't going to get us anywhere. We need to stop fighting if you want to get Banjo back in one piece."

"Fine, give me a second to think." She said scratching her head.

After a few moments of wondering, she came up with an idea.

"I know how we can get there, but we wont get anywhere without..." She said walking into the house, then reappearing some time later with what looked like a wrench with feathers on it.

"This!"

"What the hell is that?" He asked almost laughing at the object.

"Its a magic wrench."

At this Falco burst into laughter and continued to mock it.

"Seriously? You expect me to believe that this thing is magic? Hahaha it looks like something you made in kindergarten! Wha!"

Kazooie activated the object, suspending Falco high in the air, paralyzed in its yellow energy.

"Not so funny now is it?" She asked smugly as he hovered ten feet off the ground.

"Now, I want to hear you ask nicely for me to put you down, just so we know who's leading this mission."

"Never!" Falco spat, neither bird wanting to abandon their pride.

"Look, I'll make this easy on you. Just say, 'Kazooie, you're in charge.'"

Sensing that she was pridefull enough to keep him up here all day, he realized what he had to do.

"Fine, you immature b-"

"Without the lip!"

Falco growled and glared down at his unlikely leader.

"Kazooie, you're in charge."

"I'm sorry? I didnt catch that."

"Grrr...Kazooie, you're in charge!"

"Ahh, its like music..." She said turning off the beam and dropping Falco in the river below, a wide satisfactory grin across her beak.

After Falco climbed out of the river and shook himself off he addressed his assailant.

"Well? Now that your exercise in childishness is over, how are we getting to Banjo?"

"Only one way I know of, but its up there." She said pointing a wing to the giant witches head that was their old nemisis' lair.

"Its been abandoned for eight years." She added.

"Ok, so what makes you so sure that what we need is in there?"

"Remember when Banjo was talking about the second time Grunty tried messing with us? She used a giant drill on wheels, and even though we kinda broke it, she had a spare, the Hag 2, and I don't think its beyond repair." She finished.

"So I'm assuming your mechanical skills are implied by that flamboyant wrench of yours?"

"I think between the two of us, we can make that thing work, after all, I built this!" She said walking behind the house and pushing out a helicopter made with what appeared to be a rag tag assortment of scrap metal.

Falco raised an eyebrow and walked closer to the aircraft.

"Don't take this the wrong way, but that looks like it would kill the both of us before it left the ground."

"Don't judge a book by its cover bird boy, this is the only thing that's going to get us where we need to go, because I'm sure not gonna huff your fat butt up there." She said folding her arms, wrench in hand.

"Whatever you say turkey." He said walking toward it.

They climbed into the side by side seats and waited wordlessly for about a minute.

"You gonna start this thing or what?" Falco asked.

"I dont know how to work this." She said as if he was stupid for asking.

"You said you built it!"

"Yeah, I did! That doesn't mean I know how to fly it! You think the grease monkey who built the thing you crashed knew how to fly it? Besides...Banjo always did the driving."

"Ok, I guess you expect me to figure this thing out then?" Falco asked.

"You're smarter than you look."

Falco shot a quick glare at his unlikely partner and began flipping switches, slowly eliciting a response from the engine.

"You didn't happen to put a co-pilot ejection seat in here did you?"

"No. Now get flying, we've got to get to the top of that witches hat." She said pointing to the top of Gruntildas lair, which was obscured by green clouds.

xXx

Banjo awoke in a dark room, on a cold steel floor. He focused his vision and found that he was in the Jinjo bingo hall, along with what appeared to be the entire population of Showdown Town. He moved to the edge of his cage and saw that his neighbor was none other than Mumbo, who was sleeping, as always.

"Mumbo! Mumbo wake up!" He said tossing a quarter at him from one of the overturned bingo tables.

"Err...egh...huh? Bear? What you doing here? Why you in cage? Why Mumbo in cage? What going on?"

"I don't know, but I think these space invaders have something to do with Falco."

"Blue bird? Mumbo knew he was trouble! Why you not let me smash head when we first find him?"

"I don't think this is _because_ of him...but that's not important right now. We need to get out of here and see whats going on. Use your magic to break us out!" The bear said.

"No can do Bear. Aliens take Mumbo's stick."

Banjo hung his head and rested them against the bars as he tried to think of another way out.

Just then a gray wolf in a military uniform and an eyepatch burst through the door, flanked by two chimps holding laser rifles.

"Ahh, so you must be Banjo." He said grinning maliciously at the honey bear.

"I've got some questions for you."

**Sorry about the wait, just trying to grind through a touch of writers block. please R&R guys!**


	9. Chapter 9 Smoke and Mirrors

**CHAPTER 9- SMOKE AND MIRRORS  
**

"These clouds don't look too inviting. You sure its ok to fly through these?" He asked cautiously

"All I know about them is that they're poisonous. Good thing this cockpit is airtight." Kazooie answered.

After entering the cloud, he noticed the metal outside on the surface of the chopper begin to turn red orange as it rusted away.

"Poisonous and caustic! This must be some kind of acid cloud!" He said as he slowly began to lose flight controls for the second time in less than a week.

"There's the top of the tower! Get us over there!"

"Easier said than done!" He grunted struggling to keep them in the sky.

Just as they had crossed the edge of the tower, the chopper fell out of the sky in a rusty heap, throwing both of them out and bouncing along the hard stone ground.

"You aren't very good at the whole 'pilot' thing are you?" Kazooie coughed as she looked around for the giant drill, supposing it was shrouded in the green mist.

Falco merely glared and mumbled something under his breath as he brushed himself off.

"Yeah, I'm about as good at flying as you are at being a bit-"

"There it is!" She said cutting him off as she strode over to the dilapidated drill-tank.

"Clearly this thing's seen better days."

She banged her fist lightly on the hull of the massive beast as she walked down its length and back again.

"It looks like the parts are still around, all we have to do is assemble them back onto it." She said

"Then lets get to it."

xXx

"Grab the bear." Wolf said as the chimps unlocked his cage with rifles trained on him.

Banjo growled as he stood up from his cramped cage and stretched his arms above his head.

"Restrain him."

The chimps produced energy cuffs and put them on his wrists, and around his ankles.

"Take him to my tent, I'll be along shortly." He said as they put a black bag over his head and initially began to resist. As one of the chimps grabbed his arm, he roared from inside the sack, elbowing the offending soldier and sending him crashing into the cages of the other citizens. Wolf drew his laser pistol and cracked Banjo in the back of the head, sending him to the floor.

"Now take him to my tent you incompetent twats!" Wolf snarled as the injured chimp got up and joined his comrade in dragging Banjo away.

"As for the rest of you...I know all of this happened rather fast, but rest assured, no harm will come to any of you." He said reassuringly. A collective sigh of relief came from the rest of the creatures in the small cages.

"Provided you do exactly as I say." Wolf finished.

"Why we in cages if you not want hurt us?" Mumbo asked.

"We cant have you wandering off now can we? One of our guards might mistake you for a wild animal. But more importantly, I have a small favor to ask of all of you. Ok, its not a favor, more of an order. Your planet's core is rich with a certain ore that is highly valuable. And by now if you haven't connected the dots, half of you will be mining the ore until it is all extracted. The other half will building...defensive structures. Once those two tasks are complete, we will leave, and you get to go on living like you were before."

Stunned silence filled the room as the realization that they had just been enslaved by aliens in less than a few hours hit them all like a thousand jiggys. Wolf grinned.

"With that said, Guards!" He called as a legion of them poured into the building.

"Put them to work."

xXx

Fox and the other members of the Starfox team approached the opposite side of the planet from Starwolf, entering the atmosphere as stealthily as possible.

"Ok guys, look for a good LZ." He said scanning the ground below.

After a few moments of low flying, Slippy spotted an open field surrounded by brush they could hide their Arwings with.

They descended as softly as possible, the hiss from their pressurized cockpits greeting them as they hopped out of their spacecraft to nothing but an eerie wind and the soft caress of the waist high weeds.

"I don't like this Fox..." Krystal said grabbing a laser assault rifle out of an outer compartment on her Arwing. Slippy had a sniper rifle, Fox wielded the same style weapon as Krystal, while Katt strapped a rocket launcher almost as large as she was to her back, along with a laser pistol as they looked toward the smoke on the eastern horizon.

"I'm betting that's where Wolf and his gang are. Lets go."

xXx

After hours of arduous work, Falco and Kazooie finally managed to get the drill in working order.

"We didn't do half bad!" She said stepping away from their finished product.

"Well lets open her up." Falco said as the back hatch opened slowly and the two birds climbed in. The interior was rusted with chips of the green paint peeling off the walls, and the fabric from the seats falling apart. Falco sat in the drivers seat and Kazooie sat beside him, buckling herself in with the worn safety strap as Falco donned the dusty helmet.

"I think I can make this thing work..." He said turning knobs as the control panel jumped to life, and the engine began to whine, grinding through the built up gunk from years of sitting still.

'_C'mon baby, start..." _He thought praying their work wasn't in vein.

Suddenly, the engine roared to life, spewing acrid black smoke from its exhaust as it shook the inside of the vehicle, jarring both occupants

"Ok, we're in business! Which one of these starts the drill...?" He asked choosing his next lever carefully.

'_Well, here goes.' _He thought grabbing a tarnished handle and forcing it down through nearly a decade of rust.

With a heavy vibration, the green light on the control panel flickered to life, indicating the drill was spinning. Falco wiped the grunge off of a gauge which turned out to be the tachometer for the massive drill at the front of the tank. Deciding 4000 rpm to be a suitable setting, he turned his attention to the cracked radar screen, which seemed to be the only way to navigate in the windowless metal behemoth.

As Falco pressed the gas, the tank lurched forward and then began grinding toward the edge of the tall tower.

"This tower doesn't go on forever you know! It'd be great if you turned before you killed us!" Kazooie shouted, anticipating the plunge off the massive structure and bracing herself against the sides of the cockpit.

"There's only one way we're getting off this tower!" Falco said strapping himself in.

"Are you crazy?!"

"A little! C'mon, this thing can take it!"

'_I hope...' _He thought as the front of the tank dipped and then went into a free fall off the high tower, both Kazooie and Falco screaming as they plummeted to earth, ending in a hard thud.

Falco shook off the now pounding headache from the fall and checked the tanks systems. Everything seemed nominal, so he engaged the drill and began plowing through the soil around Spiral Mountain. Kazooie stirred in the seat beside him, her hand on her head.

"Owwww...What is the matter with you?"

"I'm a risk taker, what can I say. Now lets go find Banjo!"

xXx

Banjo awoke tied to a chair, his burly arms behind his back. His blue eyes focused on the grey wolf with an eye patch in front of him. A single lightbulb hung from a cord in the room, limiting his vision to directly in front of him.

"So nice of you to join us Banjo." Wolf said calmly, disappearing into the shadows.

Banjo held his silence, only glaring into the darkness where he had last seen Wolf.

"I've brought you here because I'm looking for someone...someone I believe you know." He said, his voice echoing through the room, himself appearing again in the light in front of the bear.

"I don't know who you're talking about." He said confidently. He'd never put anyone, especially Kazooie, in danger by revealing Falco's whereabouts. She was probably with him at this very moment.

"Come now...All you have to do is tell me where he is, and we will leave your planet, never to return." Wolf reasoned.

"Why? What did Falco do to you?" He said, immediately wishing he would call his words back.

"So you do know Falco. We're old friends, he and I. All I want to do is...catch up." He sneered

"Then that's too bad, because I'll never tell you where he is, even if I knew!" he insisted, confident he wouldn't let any more information slip.

"We don't have to do this the hard way Banjo...but if you insist..." Wolf said stepping back into the shadows, leaving his tail brushing across Banjo's face carelessly, him biting it swiftly.

Wolf stifled a yelp, and swiped a sharp claw across the bear, leaving three long cuts across his right cheek, which bled immediately.

Wolf merely Growled as he stepped into the shadows.

"Lets see how well you hold your tongue when someone you care abouts neck is on the line!"

In a few moments, Wolf reappeared holding a bound Kazooie by the wing, a blaster similar to Falco's held to her head.

"Kazooie! You monster! I swear if you hurt her-"

"You are in no position to be making threats! Now, Where is Falco?" Wolf snarled, still furious over Banjo's bite.

He couldn't fathom the thought of life without his Breegul friend. He hated himself for what he was about to say.

"He...he's probably in Spiral Mountain." He said softly, his head hung low in shame.

"Where is that?"

He hesitated to answer.

"Speak up bear!" Wolf growled, shaking Kazooie rather violently, moving the pistol under her beak.

"Just fly west of here! Its a mountain in the shape of a _spiral!_" He snapped.

Wolf smiled and released Kazooie, pushing her toward Banjo.

"Kaz! Thank goodness you're all right!" He said looking up at her.

As he did, her image began to pixelate, and fragment, until nothing was standing before him but one of the chimp soldiers, smiling evilly at him.

'_It was a hologram!'_ He thought, milliseconds before the guard hit him with the butt of his laser rifle, sending him into darkness once more.


	10. Chapter 10 Ultor Corp

**CHAPTER 10- ULTOR CORP.**

Wolf entered a room in the hastily set up tent where a hologram of a lion in a black suit and red tie seated behind a large desk waited for him.

"Whats your report Wolf?" He asked in a very calm, businesslike manner.

"No Zendium yet, we're almost done searching this quadrant. It should be done in a few weeks." He lied.

"Very well, report if you find anything."

"Will do Mr. Spektor." He said turning off the hologram.

"Will do indeed..." He smirked leaving the tent.

"Get on the mercenary radio frequency and tell them that there is about to be one very wealthy client on this planet. But first, contact all fuel suppliers in the system and tell them that there is fuel for half of what Ultor is priced." He said to one of the chimps as he passed.

"Aye sir!" He said getting on the radio transmitter, broadcasting the message to soldiers of fortune all across the system.

xXx

"We've been at this for hours! I think you're lost!" Kazooie yelled over the nearly deafening roar of the drill tanks engines.

"What?" Falco yelled back, pretending not to hear her.

"I said, I think you're lost!" She shouted even louder.

"What?" he said hiding a smirk.

"I know you can hear me jackass!"

Just then he stopped the drill abruptly, flinging her into the dashboard.

"You should really start wearing your seatbelt."

She glared at him as she picked herself up off the floorboard and brushed the dirt off of her bright red-orange feathers.

"Now, I'm not one hundred percent sure where we are, so I'm going to surface real quick and have a look around." He said pressing the button with a depiction of the vehicle popping up out of the ground. An alarm sounded as the drill roared through the dirt and arrived at the surface in no time flat. Once it had stopped, Falco climbed to the hatch and turned the squeaking, rusted handle to open it. He peeked his head out to find a foggy field with a derelict mansion and church in the distance. An eerie full moon and howling dogs greeted him as he jumped out of the tank.

"Where the hell is this?" He asked as Kazooie climbed out as well.

"Mad Monster Mansion." She answered casually.

Falco turned to examine the exterior of the tank and saw the gears that rotated the drill were glowing red hot.

"Oh that's not good..." He said getting a better look as he crawled under the vehicle.

After a few minutes, he removed himself from under it.

"Looks like this thing needs gear coolant. Any idea where we can..." He said looking around, realizing he was alone.

His face contorted into an expression of annoyance as he noticed the creaking wrought iron gate swinging open in the breeze.

"Christ..." He said walking toward the gate into the mansion grounds, soft, ambient organ music wafted to his ear in the moonlight mist of the twilight as he entered.

"Where's that music coming from? This planet is insane." He said slowly opening the creaky metal gate, his pistol drawn.

"Kaz? Stop goofing around!" He said slowly walking up to the mansions aging wooden steps.

"SCREEEE!!" He blasted the direction of the earsplitting shriek. He watched as the culprit hit the porch, smoking.

"Ugh...just a bat." He said looking toward the front door. He blasted through it and cleared the room, seeing a giant table and chairs inside.

"What the hell?" He said lowering his pistol. He soon spied Kazooie's tracks through the dust and saw that they led out of a shattered window.

"Grrrr..." He jumped out of the window and saw that the rest of her footprints led inside the old church.

He made his way to the door amid the hoots of owls and howl of coyotes. He rammed his shoulder into the door, but it didn't budge.

"Hm..." He drew his pistol and blasted no less than 30 holes in it before it caved in. He stepped into the church and was in awe at the size of the pews and the massive organ being played by a ghostly, disembodied hand.

"What the..."

"BOO!"

"What the fu-!" Falco said whipping around and pointing his pistol straight into Kazooies laughing face.

"Ah ha ha ha! Your face was priceless! Hahaha- huh?" She was cut off by the sudden end to the organ music that filled the church.

"You dare interrupt my song!?" A disembodied voice growled as the phantom hand swooped down off of the large organ, with the intent to crush her.

Falco immediately took action and tackled her out of the way of the punishing blow.

He got off of her and grabbed her wing as he pulled her out of the church.

"Lets go before he decides to make us into quills!" He said as they tumbled out the door of the old building.

"You...you saved my life..." She gasped catching her breath.

"Don't get used to it. I don't know how you'd survive without someone looking after you." He said turning to look for water.

Kazooie glared at him and looked toward an old well in the cemetery.

"Hey jerk, there's a well right here."

He turned and trotted over to the hand crank and began to raise the bucket as the old rope creaked in protest, threatening to snap.

"Get ready to grab the water when it gets-AHHH!" He said letting go of the handle in fright sending it back down to the depths below. It had been full of hissing poisonous snakes.

"Why snakes? I hate snakes..." He said catching his breath to the sound of another round of Kazooie's laughter.

"I'm glad being stuck here in this daft graveyard without any water to fix our only mode of transportation is somehow funny!" He said angrily at being mocked for the second time, and partially for having one of his deepest fears exposed in front of a female, no less.

"Relax, I know one place that always has water." She said wiping a tear from her eye.

"Follow me." She said taking flight to the second story of the old mansion, Falco following suit as he leapt from the ground to the roof in a single bound.

xXx

Banjo awoke to blurred glimpses of being dragged by his arms (which were still shackled together) by two guards back to the arcade where he was originally being held.

"We'll be coming for you later bear. Enjoy your last sunset." One of them said as he focused on the dim sunlight coming through the window of the arcade, casting an orange sunset hue across the floor of the room.

He still couldn't believe he gave away his best friend, sisters, and new friends location to someone who would surely do awful things to them should he find them.

He stood up in this much larger cell and looked out at the sun setting behind the buildings of showdown town.

'_Is this really it?' _He thought to himself.

xXx

Spektor sat in his office reading the newspaper while the galactic stock exchange was on in the background. As he was checking the current market trends, mention of his company on his massive office television caught his ear, making him set down his newspaper.

"...Coming up this evening, is there a new upstart Zendium company that could finally challenge Ultor?"

"What?" he said slowly lowering the newspaper.

"Many speculators believe so, the new company Wolfco ent. is selling starship fuel at half the price of the Zendium giant Ultor, and is set to take a chunk of their profits this fiscal quarter. More on that at eleven." Spektor hurled the remote, crashing it though the t.v.

"Jina get me Ultor black ops and a ship out to the omega sector now!" He growled into the intercom on his desk.

"Yes sir, there is a ship waiting on top of the building."

"Wolf you are going to pay for double crossing me!"

xXx

Fox and his team were now only a mile outside showdown town, and already Wolfs forces had built a wall around the settlement. The wall was topped with guard towers and searchlights, which scanned in predictable patterns in the darkness.

"Ok guys, get those nightvision goggles out and lets find a way in there..." He said removing his from the small pack on his back. Eight green dots soon illuminated the woods around the city as they tried to formulate a plan.

"Katt what can you see?" He asked.

"I've got guards working the spotlights by hand, so we need to leave them alone, but I don't see any guards patrolling outside the wall. I think we can sneak up to it and maybe dig or cut through it to find out what they know about Falco."

Fox nodded but was soon startled by a helo drop ship roar by overhead, many pairs of legs dangled from the each side of the ship, indicating it was full of soldiers.

"Where do you think he was going?" Krystal asked.

"I don't know, but I'd hate to be around when it gets there."

xXx

The transport streaked across the sky as Covo stood to address her elite squad of soldiers, all in special tactical armor. What she referred to as her "shock squad", named for their use of flashbang technology to quickly apprehend any target.

"Remember. Do not kill Falco, or injure him unessicarily, understand?"

"Aye mam!"

"Good." She said as the transport stopped over Banjo and Kazooies home at the foot of Spiral Mountain.

"We're here, ropes down, go, go, go!" The pilot said as Covo led the way, her laser pistol drawn.

They silently made their way to the door, as another two squads went to the two windows on the front of the house and waited their leaders signal.

She looked at all of them and flipped down the nightvision goggles that had been resting on her forehead, then held up three fingers.

3

2

1

"Go!" She kicked the door open and tossed in a flash-bang. It detonated and all three squads rushed into the small house, guns drawn, shouting a mix of "On the ground!" and "Don't move!"

Soon however, they realized that the house was empty. Covo ordered her troops to look everywhere but didn't find even a clue as to the whereabouts of its former inhabitants.

"Wolf, the house is empty, over."

"Damnit! Come back to headquarters, and make it quick, I have a feeling news will be getting out of our Zendium exploits on this planet. Ultor is probably already en route."

"Copy, We're heading back now." She said as the ship they rode in on dropped rope ladders down to them.

'_Now we're fighting a corporation? What have I gotten myself into..." _She thought as the transport headed back to showdown town in the early morning darkness.

**Sorry bout the lateness! **


	11. Chapter 11 The Escape Artist

**CHAPTER 11- THE ESCAPE ARTIST**

"No. I'm not going out like this." He said to himself as he looked around the room for some way to break out of his cell. From his window, he could see that a wall had been built around the greater area of the town. He could catch glimpses of spotlights on the ground, repeating in a pattern.

'One step at a time Banjo.' He thought feeling the keyhole of the lock on his cell. It was rather large, a skeleton key was most likely what opened it. He looked around the floor of his cell for something to pick the lock, but it was barren. He slumped against the back wall as he sank down to the ground in defeat. He reflexively reached for the charm on his necklace like always when he was worried or nervous. Then it hit him!

'Oh duh! This'll work perfectly!" He said with renewed hope as he stood back up and took off his necklace and began to work the shark tooth into the lock. He began to pick the lock when a shadow passed out side the door, startling him. He snatched the sharktooth out of the lock and stashed it in his pocket, assuming the shadow outside the door would come in. But it moved on without so much as a peek in the window. Breathing a sigh of relief, he continued his delicate work. After a few gentle turns, the tumblers finally gave way and his cell door slowly creaked open. He smiled and pumped his fist in victory as he stepped out of his cell. He snuck over to the door and carefully peered outside the bars on the window. This Showdown town was quite a different place than it had been a day ago. Smoke still rose from the rubble of some buildings as the bomb ravaged hellscape stretched on until it reached the rather untouched rolling hills outside the town. Luckily for them, the attack had happened on a Sunday, so most of the town square was empty. Either way, Banjo had to devise a way to slip out unnoticed.

'They'll kill me if they see me, but I'll be killed if I stay here...looks like I don't have much to lose...' He thought somberly as he kicked the dirt in an effort to think of a way to slip past the guards. As the dust settled around his foot, it hit him.

"This is a dirt floor! I can dig my way out!" He said as he looked around for a place where he could dig in the shadows, away from the attention of the passing guards. He went to the corner and the soft dirt gave easily to the pressure of his paws. Within the hour, he had a three foot deep hole under the old arcade. It was already dark, giving him a maximum of twelve hours to break out and head for the woods.

'I need to pick up the pace if I'm going to break out before dawn!' He thought as he plugged along, throwing dirt behind him as he went.

xXx

Kazooie jumped through an open window and into a old dilapidated bathroom. The floorboards had been ripped out where the toilet had been leaving only a sink in the room. The Breegul walked to the fixture and twisted the knob. The whole house seemed to shake and groan as the dry old pipes channeled the water to the place requesting it. At first, brown water only sputtered forth from the aged fixture. But soon it lightened up and became a little clearer.

"That still looks pretty sketch." Falco said.

"It'll be fine for what we're using it for. Just don't drink it." She said grabbing a bucket in the corner.

Soon it was filled up and she shoved it in Falco's chest as she leapt to the window sill.

"Oh and dont get any on you either. You dont want to know where it came from." She said gliding down from the rooftop.

Falco immediately kept the pale of dingy liquid at arms length the whole way back to the digger.

After adding the water to the radiator, the twelve cylinder engine came to life and fell back into a normal temperture range.

Falco dove into the ground and they were off once more.

xXx

"I've got something that will make this go a lot smoother." Slippy said reaching in his rucksack and removing four small, saucer sized items.

"Put these on your belts and press the center button. No one will see you coming!" He said proudly.

They did so and all of them melted into the scenery around them becoming invisible to all but the most watchful eyes.

"Glad they work, I've been itching to test them." He said also becoming invisible.

Silently they moved toward the wall in the dark of night, avoiding the spotlights circling in their predictable patterns. Krystal removed her light torch from her ruck and was a second away from lighting it when a small portion of the ground beneath them began to sink. She stumbled back as Fox and Slippy aimed their weapons at the offending soil as a small hole formed. A second after the appearance of the hole, all the searchlights on the wall lit up and began searching every inch of the town. A loud siren soon heralded the spotlights as a brown, dirty bear in yellow shorts popped out of the hole, exhausted.

He looked up, seeing nothing, but then a fox, toad, another fox, and a cat materialize out of thin air, with more laser rifles in his face. At first, he pounded his fist in the dirt, assuming he'd been caught. But then he noticed their uniforms.

'They're dressed like Falco! These must be his friends!' He thought perking up enough to climb out of the hole.

"Who are you?" Katt asked, her pistol drawn and trained on the bear turned mole.

"My name is Banjo, and I just broke out of jail. Now if you don't mind, I'd like to get as far away from here as possible!" He said trying to flee into the woods, only to have Fox grab hold of his arm to stop him.

"Wait, before you go, have you seen a blue bird in a uniform like ours here?" He asked.

"You mean Falco? Yes, he's been living with us for the past few weeks. I can take you to him, but first you have to get me out of here!"

"Ok, this way." Fox said as the rest of the team and Banjo retreated away from the blaring alarms and bright searchlights of occupied Showdown Town.

xXx

Falco had been driving for hours now, the temperature levels remained nominal throughout, as the hum of the engine became like background noise as he glanced over at the Breegul to his right.

She was staring blankly at the flashing lights and different sized gauges on the instrument panel. Even with the spaced out look on her face, he had to admit she had grown on him. She was just like he was, possibly even worse. Her eyes began to shift in his direction, quickly demanding his gaze be returned to the controls before she saw him. He caught himself yawning and decided to surface for the night. With a lurch and an rpm increase, they had reached the surface once more, Falco popping out of the top hatch to find the shore of a sandy, moonlit beach with a large lighthouse on the top of an arch-shaped rock, high above the lagoon.

Kazooie came out beside Falco and knew this locale as Treasure Trove Cove.

"You and me, alone on a moonlit beach. Romantic isn't it?" Falco said resting an elbow on the side of the tank and his face on his fist, with a sarcastic smile on his face.

"Shove it horndog. I'll be sleeping with my back to a palm tree tonight." She said rolling her eyes, crawling out of the tank.

After a few minutes, Falco had built a fire, which the two of them lay on opposite sides of.

"So why Banjo?" Falco asked after a few minutes of silence.

"What do you mean 'why Banjo'?"

"What is it about him that you love so much?"

"How'd you know I loved him?"

"I didnt until just now."

She could kick herself for falling for that, but it would have to wait because this subject would not be easily dropped. Especially not with an antagonist like him.

"Well I was just messing with you. Of course I don't love Banjo."

"No you werent. You love him and you know it"

"Shove it bird boy, shove it where your species traditionally shoves things. I don't love Banjo, and that's that. Goodnight jackass." She said rolling over, facing away from the fire.

Falco just smiled. Oh, how he loved stirring up trouble.

xXx

"Wolf the bear prisoner has escaped!" Covo said bursting through the flap in his tent.

A scowl grew across his face as he replaced his eyepatch with the robotic replacement he had grown accustomed to. He turned to face his informant, its green glow shining dimly in the dark of his tent.

"Thats ok. I had the guards install a little gift inside his backpack while he was unconscious. He wont get far." He said, his scowl dropping into an amused grin.

xXx

Upon arrival at their Arwings, they discussed Banjo's options of transportation aboard their ships.

"Looks like you'll have to hitch a ride in the missile bay." Fox explained as the rest of his team's canopy's hissed shut.

"Are you sure its safe?" He asked cautiously.

"Its airtight, and its only a short trip back to the Great Fox. You'll be fine." He said confidently as climbing into his cockpit and opening the mechanical doors. Banjo was nervous, but he had trusted them so far, and with the fate of his only family unknown, he had nothing to lose. Or so he thought. He climbed into the belly of the spacecraft and it roared off in pursuit of his team mates.

Fox landed in the docking bay straight away and let his ursine cargo out, Banjo flopping onto the floor of the ship. Dusting himself off, he marveled at the technology around him, even if it did look a bit...out of repair.

"C'mon, lets get you to the bridge. Everyone will want to hear hows old Falco's doing." He said as Banjo followed him down the hallways and elevators.

"This is a real nice spaceship you got here...uhh..."

"I'm Fox, leader of the Star Fox team." He said as the elevator door opened onto the bridge where the others were waiting.

"These are my crewmates, Slippy, Krystal, Peppy, and our associate Katt."

"Nice to meet y'all." Banjo said as they nodded.

"So, Falco is alive is he?" Katt asked.

"Sure is, he-" But Banjo was interrupted by static coming from inside his backpack.

He stopped and took it off, unzipping the compartment to find a small handheld radio.

"So, you managed to escape. Bravo bear, Bravo indeed." the voice said from the other end of a microphone. The crew of the Great Fox recognized it immediately.

"Its Wolf!" Slippy stated.

"Oh, it sounds like you have some company. The remaining members of Star Fox I presume?"

"How'd you know it was us Wolf?" Fox asked, irritated that their cover had been blown.

"Please, you aren't the type to just let something go, are you Fox? I knew you'd come looking for us as soon as Leon told me he'd shot down Falco."

"We know he's alive!" Katt added angrily, speaking to one of those responsible for his disappearance.

"Anyway, the fact that you are now in the presence of my most fierce of rivals will make what I'm about to do all the sweeter. Goodbye, Star Fox!" He said as a digital beep was heard coming from inside Banjo's pack. They all looked down and saw a bomb sewn into the very fabric of the ruck with 20 seconds on the timer.

"Oh crap its sewn in! We'll have to throw the whole thing out!" Slippy said.

Banjo was shocked. He couldn't give up his backpack! He'd had it ever since he was a cub, besides his yellow shorts and sharktooth necklace, it was all he had!

"Maybe he's bluffing?" Banjo asked hopefully.

"Wolf doesn't bluff, now throw it into the airlock before we're all vaporized!" Krystal said as Banjo sadly trotted to the waiting port and shot it out into space.

_'Please be a dud, please be a dud, please be a dud!'_ He thought as he counted off the seconds in his head. Soon the 20 seconds had come and gone, with no affect.

He breathed a sigh of relief as he turned to the crew.

"Thank goodness. Can you guys go get that for me? It has a lot of sentimental value..." He said, but stopped as he noticed a bright flash outside the ship. The bomb had not been a dud.

Something inside the gentle bear snapped as his most prized article of clothing was shredded above his planet.

"NOOOOOO!!! BACKPACK!!!!" He shouted in horror as he dashed to the radio Fox was holding and began to growl into it at Wolf.

"That was a one-of-a-kind backpack you twisted fuck! I will destroy you." he said narrowing his eyes.

"Ha ha ha, such a pity you managed to remove it before the fun began. Oh well, Its not like you could stop us anyway. Now if you'll excuse me, I have a starship fuel empire to create."

**Ok there ya go! Sorry about the lateness, but at least Banjo escaped! more to come next chap!**


	12. Chapter 12 Aid From The King

**CHAPTER 12- AID FROM THE KING**

Falco yawned as the bright sunlight battered his eyes. He focused on his surroundings to find Kazooie still sleeping across from him. She certainly was a nice red orange color and that tail plumage was just so...no! He couldn't afford to think like that if he was going to make it off this rock in one piece. The she wolf would have to wait, right now, he had a debt to repay. Banjo was captured partly because of him, and he had taken care of him after the crash, so he at least owed him a rescuing. He stood up and stretched, brushing the sand off of his jacket as he walked toward the drill. He jumped onto the hatch and shouted at the sleeping breegul to wake up.

"Lets go! I dont have all day to save your boyfriend!"

She slowly stirred, and for the first few seconds of consciousness, she thought the events of the day before were all just a bad dream. Then the memories flooded back to her, confirming her fears.

She gritted her teeth against the guilt she felt for snapping at Banjo the last time she saw him and put on her normal expression as she shook the sand from her feathers and turned around to join her traveling companion.

"Bout time. Now lets get this show on the road." He said starting up the drill and diving once more underground. The bumps and jostles from the dirt the chewed through was nothing compared to those in Kazooies heart. She remembered all the times she was mean to Banjo for no reason, everything he had done for her while she did so little in return.

'Why do I feel like this today? Why now?' she thought as she turned her head away from Falco's direction, not wanting him to see her moment of sadness.

'I guess the shock has finally worn off...' She thought somberly.

Only after about an hour or so of driving, the machine started to sputter and stall. Falco immediately surfaced before it shut off, trapping them underground. When they surfaced however, this time they were greeted by screams of terror. After wondering for a second in confusion, Kazooie put the pieces together.

"I think I know where we are." She said jumping out of the hatch, and landing waist deep in panicked Jinjos.

Meanwhile, Falco had learned that the tank was now out of gas, so he went back to the engine compartment and checked what kind of fuel this thing chugged.

"A steam engine? Seriously? I hate this planet..." He said working his way back to the hatch.

When they saw her, the fears subsided as a large yellow Jinjo in a crown and cape emerged from a nearby house.

"Whoa what in my name is going on out here? Oh...whats up Kaz? Nice Digger."

"No time for pleasantries dingaling, I'm on a mission. Banjo's been kidnapped and I'm going to rescue him." She said confidently.

"Ha! Not hardly!" A voice climbing out of the hatch through the morning mist chimed as he jumped down next to her.

"What are you supposed to be?" Falco asked bluntly.

"I'm King Jingaling, ruler of the Jinjo's. Is this your brother or something?" He asked her.

"Egh! No. He's just some baggage I picked up along the way."

Falco glared at her for a half second then turned his attention to the matter at hand.

"Anyway 'King', our tank is out of gas, and we need wood or coal or something like that, because the _BAGGAGE_ is the only one who is going to keep this tank running." He said snidely as he awaited the kings answer.

"Help yourself to the forest around our village. I'd offer some of my subjects to aid you, but they aren't exactly built for logging."

xXx

Banjo stood at the window on the bridge of the Great Fox, looking out at his planet. The view was incredible, and one no one on his planet had ever seen. Their systems sun cast the last rays of light as it disappeared behind the massive rock he called home.

"Its beautiful isn't it?" Krystal said noticing Banjo had put his paw against the glass in a wistful manner.

He was startled out of his daydream and returned a mottled yes.

"I remember the first time Fox took me up to this ship. The view of Sauria was just as majestic..."

"Sauria?" he asked turning away from the window and to her, his palm still against it.

"Its where I'm from...My home planet."

"Oh, right. I'm still used to thinking that everyone is from one place..."

"It does take some getting used to."

A brief pause ensued before Banjo changed the subject.

"Anyway, I think I know where you might find Falco...if it hasn't been raided already..." He said remembering what he had said to Wolf.

"C'mon, you should tell Fox so we can start looking." She said walking toward the hangar bay.

"And these are the coordinates?" Fox asked as he showed Banjo a holomap of the planet.

"Yeah, thats spiral mountain, my house is right here."

"Excellent, lets get to it. Rob, sound the alarm, we're heading to the surface!"

xXx

Mr. Spektor was at the helm of the U.S.F. Oblivion, the flagship of the Ultor black operations fleet. They were about halfway to the system as the lion sipped a martini, his seething rage at being double crossed by scum mercenaries bubbling just below his calm facade.

He pressed a green button on his command chair and a voice answered him.

"Johan, keep all press out of Omega fives star system. I don't want word of whats going to happen there to get to anyone. I already spent enough time and money covering up the massacre of those filthy rebel Zendium miners on Mei Lei three. See that nothing similar happens again." He said calmly.

"Aye sir! What of the reporter that the Trade Federation forced us to bring to monitor our actions?"

Spektor looked over at the skunk reporter standing against the window taking pictures and writing notes on her notepad, too busy to know she was under discussion.

The lion drew a laser pistol from his coat and replied.

"She was killed by crossfire when we engaged the enemy. Get me a clean crew up here. Oh, and ready project Combaticus for the initial planetary assault. I want to see if the weapons research department is worth the investment capital we throw at it." He said firing his pistol twice into her back, smearing her blood onto the window as she slowly slid down to the ground.

xXx

They arrived at the docking bay and Banjo climbed into a one way escape pod.

"Are you sure this thing is safe?" He asked, his voice muffled by the closing steel door.

"Of course it is! Just be sure to put on the restraints and for heavens sake DO NOT press this button until you reach the surface. Also the parachute sticks sometimes. Just wiggle the lever until it comes out." He said confidently, closing and locking the door.

"Wait, what!?"

Fox slapped the pod twice and gave Slippy a thumbs up to indicate Banjo was ready, which was debatable.

The floor dropped out from the escape tube and it rocketed toward Spiral Mountain, with Banjo's terrified shouts serving as his own soundtrack to re-entry.

He was soon followed by Fox, Krystal and Slippy, Katt deciding that since Falco was alive that he could take care of himself, decided to stay aboard the Great Fox.

Through what he could see outside the small window of the pod, the intense red and whites of the friction from re-entry danced just inches beyond his face. It was hypnotizing bright as he began to squint. The planet began to get larger as he streaked through the sky, hurtling toward the ground. The G forces of traveling so fast were beginning to push him toward the top of the pod, his legs and lower extremities going numb due to lack of blood.

A light in the vehicle came on, indicating the parachute needed to be opened now, or never. He reached down to pull it, but the G's were pulling his arm away from it. The once green light began flashing red, indicating that only 10 seconds remained to pull the parachute before he met the ground at 600 miles per hour.

"C'mon Banjo! Pull it!" He growled to himself as his paw inched closer to the lever. "Almost there..."

Fox saw his chute deploy as it landed in a clearing next to a small blue house. They followed him down and hopped out of their Arwings.

The doors of the escape pod popped off of the hinges and the bear fell out of the vehicle exhausted.

"I think...I'll stick to...the surface from now on..." He said panting as he got up.

"No problem. Where's your house?"

He pointed to the small blue house in the side of cliff, whose door was swinging slightly in the breeze.

"Oh no..." Banjo said as he began walking toward it.

"Stay sharp team, they could still be around." Fox said following the honey bear.

He pushed his door open and saw the interior of the house had been trashed, though nothing appeared stolen. The windows broken, charred marks on the floor indicating some kind of grenade was used.

"They aren't here...they must have found them..." He said in a mix of sadness and fury over how he had given away Falco, Kazooies and his little sisters location.

"No! Why couldnt I keep my mouth shut!?" He said punching a hole through the nearest wall.

Fox knew the pain Banjo was feeling as he walked up and put a paw on his shoulder.

"You weren't the only one living her were you?" He asked.

"No...my Breegul friend Kazooie and my little sister..." He said as his paw throbbed from the punch earlier.

"Any friend of Falco is a friend of ours. We'll help you find them both." Krystal said.

He perked up a little and looked to the Star Fox team.

"Really? You guys would do that?"

"Of course! They're probably in that fort you broke out of earlier." Slippy added.

"Thanks!...But I don't have a way to fight now that Kazooie isn't here. We were a team..."

"Thats ok, we have a few extra supplies aboard the Great Fox. One second..." Kyrstal said as she called their mothership as a small supply capsule rocketed down from the clear sky and impacted outside Banjo's house.

Slippy opened the capsule and brought a uniform, and laser rifle to Banjo.

"Put these on. You'll look a little more professional. Plus we'll need an extra hand if we're going to rescue Falco and your family." He added.

Banjo donned the green shirt, jacket, green pants and combat boots.

"How do I look?" He asked trying to look at himself.

"Pretty fierce. Let me see your war face!" Fox said.

Banjo scrunched his face into a growl, though it was not too frightening. It wasn't in Banjo to be outright scary.

"We'll work on that. Which way leads back to that fort?"

"Its this way." He said leading them out of the house and toward the portal.

**ohhhhhh snap! Trouble is on its way! **


	13. Chapter 13 Reunited

**CHAPTER 13 REUNITED  
**

Banjo looked at the object in his hands. The shiny metal casing of the weapon distorted his reflection, and the faint red glow from the weapons core was almost hypnotising as the bear hit his head against the pole supporting the portal.

"Ow!...Oh, this is it." He said rubbing the now raised spot on his furry head, also noticing how strange it was that the portal wasn't on when they got there.

Banjo slung his rifle on his back and put a paw through the archway. He stepped through it, then back out again, still in the field it was located in.

"Hm...maybe its voice activated...?" He said to himself as he took a few steps back, the Starfox team waiting behind him.

"Uhh...open portal! Portal on! Portal become not off!" He waited for a few seconds, but still nothing happened.

"I think this may have something to do with it." Fox said examining a charred metal box filled with frayed wires.

"Looks like a laser did this. Has anyone on your planet developed this kind of technology?"

"Yes, but no one around here...It must have been Falco keeping those aliens from getting to my house!" Banjo said happily, believing that there was now a chance that his sister was still ok.

"I have to know if my sister is ok. Do you guys mind making one quick stop before we rescue Falco?" He asked hopefully.

"No problem." Fox said

"Ok, its just through that tunnel!" He said dashing toward the hole on the side of the mountain left by the same drill currently being used by Falco and Kazooie.

The brown bear ran through the tunnel as fast as his stocky legs could carry him, with the StarFox team in pursuit.

He arrived at Bottles door and immediately pounded on it.

"Bottles! Its me, open the door!" He said as he heard

"There better be a wonderful reason why a stranger is at my door at three in the..." He trailed off as he opened the door.

He stared slack jawed for a few seconds before his brain registered what he was looking at.

"Banjo? Did Kazooie rescue you?" He asked the bear in a similar military uniform to those behind him.

"No...was she looking for me?" He said, easily distracted from the original reason he had come this way.

"Yeah, she and Falco left Tooty here so they could find you! Nice threads by the way." The mole said, happy to see Banjo unharmed.

"Tooty's here!? Where is she?!" He said as Bottles reminded him of why he was here in the first place.

"Yes, she's in the spare room." He said, stepping aside as Banjo dashed into the house.

Bottles turned back to Banjo's traveling companions, beckoning them inside.

"Come in please." He said closing the door behind them.

"My name is Bottles." He said introducing himself.

"I'm Fox Mcloud, and these are my crewmates Slippy and Krystal, along with our associate Katt."

"So what brings you to this part of the woods? With Banjo of all people?" Bottles asked taking a seat a his dining room table.

"Well, one of our other crewmen crashed around here."

"Oh right, Falco. Banjo had been taking care of him."

"Good, and when we were down here looking for him, we met Banjo as he was breaking out of prison. He told us he knew where to find Falco, so here we are."

Bottles nodded and noticed the weapons slung over their backs.

"What is that you have there?" His curiosity getting the better of him.

"Its a Mark VI laser rifle. Powerful, but light enough to not tire you out from using it." Slippy said as Fox handed it over to the mole.

"Wow...I've never seen anything like this! Where did you say you were from?"

"Uh...We're not from around here."

* * *

Banjo snuck quietly into the spare room to find his baby sister sleeping peacefully. He almost didn't want to wake her, but knew this would put a stop to her worrying about his well being.

"Tooty...Tooty wake up." He whispered as he nudged her shoulder. She stirred from her slumber as her eyes fluttered open, revealing the same shade of blue as her brothers. She inhaled sharply as she recognized who was sitting on the edge of her bed.

"Banjo!? Oh no, I'm having that darn dream again-"

"No Tooty, you aren't dreaming. Its really me." He said with an ear to ear grin, the joy induced from finally seeing his little sister almost bringing him to tears.

"Oh Banjo! I was so worried about you!" She said wrapping her arms as far as they could go around his refrigerator like frame.

"Its okay, I'm back now." He said as she pulled away from the hug to notice the three claw marks across his face.

"Why are you dressed like that? And what happened to your cheek?" She asked as if it were a mortal wound.

"Nothing, just a scratch from a fall." He lied, not wanting to upset her.

"So did Kazooie and Falco rescue you?" She asked, wanting to hear the whole exciting story.

"No, I escaped on my own."

"Then that means they're still out looking for you." She said climbing out of bed in her night gown.

"They're probably headed to Showdown Town..." Banjo said as he and Tooty left the spare room for the dining room.

Tooty clung to the back of Banjo's leg shyly as she realized there was more company than just Banjo and Bottles.

"Guys, this is my little sister Tooty. Tooty this is Fox, Slippy, Krystal and Katt." He said as the bear cub took a deep breath and stepped out from behind Banjo to say hello.

"Hi." She said softly.

"Hello there. Your very lucky to have a brother who cares so much about you." Fox said kneeling down to her level.

"Yeah, thats my Banjo." She said blushing slightly as she thought the fox was kind of cute.

"She says that Falco and Kazooie are probably on their way back to Showdown Town to rescue me."

"Then we need to get there before they get themselves captured." Krystal said heading for the door.

"I guess I'm staying here again huh?" Tooty asked sadly.

"Sorry, but I could never forgive myself if something happened to you." He said, his words matching what Kazooie had told her almost to the letter.

"Ok. But you better make it up to me." She said perking up a bit.

"I will, don't worry." He said heading towards the door.

"Bottles, I really appreciate you looking after Tooty."

"No trouble at all Banjo! You brought me back from the dead. Its the least I could do."

The honey bear turned back to his sister and kissed her goodnight.

"I'll be back before you know it." He whispered to her.

"I love you."

"I love you too Banjo."

* * *

Falco had gathered a sizable collection of wood and leaves sitting just outside the tank as he moved them armload by armload into the fuel tank.

"You could get off your red ass and help you know!" He shouted as Kazooie just watched him work.

"Yeah, I could work like a chump as you're doing. Or, I could get it all done at once. Step back mortal." She said grabbing her magical wrench and activating it on the wood pile carrying its entirety into the fuel tank.

"There. All done." She said smugly as Falco proceeded to climb in the tank.

"Whatever, lets just get going."

He started up the tank and dove underground once more.

"Geez, not even a 'thanks for letting us use your forest King' between the two of them! They're meant for each other." The King huffed as he watched them disappear beneath the ground.

* * *

"Sir, Combaticus is ready for launch."

Mr. Spektor smiled as he set down his martini glass as he pressed another button on his captains chair.

"Excellent. What's our ETA?"

"We'll be there in two days sir."

"Good. Make sure the shock troops know to take no prisoners. Understand?"

"Aye sir."

* * *

"Wolf, an Ultor fleet just came out of hyperspace near this system. They'll be here in two days!" Covo said urgently.

"Are the other mercinaries here?"

"They'll be here by sunrise."

"Good. And one more thing Covo, try to relax some, this is a good thing we have going here. All we have to do is hold off Ultor for long enough for us to make a clean escape with most of the Zendium, then we're home free, and billions of credits richer." Wolf said confidently as he picked up the radio to brief the other members of Starwolf that were aboard their ship orbiting the planet.

'I hope you know what you're doing Wolf.' She said walking out of his tent and back into hers to try and sleep before the sun rose.

* * *

Peppy looked at the radar scope on the Great Fox as a rather massive fleet of ships exited hyperspace.

"Wow, there has to be at least a hundred ships in that battle group!" He said darting as fast as his aging legs would carry him over to the radios connecting the rest of the Starfox team with the Great Fox.

"Krystal come in!"

"Go ahead Peppy, I read you."

"Something big is going on up here, I just got upwards of one hundred hits on the long range radar of incoming ships. They're heading straight toward you...Wait a second...a second fleet of ships just entered radar range from the opposite side of the system! There looks to be about two hundred long range cruisers and one huge flagship in this one, and they appear to be converging on your planet! Whatever you guys are doing, I suggest you get it done fast!"

Krystal's jaw opened slightly at the sheer number of oncoming ships as her hand dropped away from her earpiece.

"Fox...two massive battlegroups are headed toward this planet. I think Wolf has something to do with this."

"Then we need to work fast. Banjo, we need to get back to Showdown Town as quick as we can, and that means we have to go back up to the Great Fox. Are you up to that?" He asked

"We...we have to go back...up there?" He asked fearfully.

"Its the quickest way."

"I guess if we have no choice...wait a second. What was that about battle groups and space fleets?" He asked

"We'll worry about that after we keep your friend and Falco from charging headlong into Wolfs fortress."

"Ok...into the missile bay again huh?"

"I'll try to be as smooth as I can." Fox promised as he opened the mechanical doors, the rest of his squad climbing into thier ships.

With a blast of ion engines, they were back in space once more.

**One big ass battle coming up! who will protect the innocent residents of Banjo's planet? will ultor demolish everything? Where is L.O.G. in all this? Why did I not put grunty in this story as the villan? (I'll give you a hint. ryhmes. I'm not a fan of characters who speak in them. through all the games I tried to skip gruntys lines as quick as possible. though she may appear at the end)R&R!**


	14. Chapter 14 Painful Memories

**CHAPTER 14 PAINFUL MEMORIES**

The drill chugged along through the ground as Falco watched the odometer count down until he calculated that they were directly underneath Showdown Town. He suddenly brought the tank to a halt, jarring Kazooie from her nap.

"Are we here?"

"Yea, we're right below the center of town." He said unbuckling the harness and climbing into the cabin behind the drivers seat.

"Where are you going?"

"Back here to lay down. We cant break in there in the middle of the day, that would be suicide. As you are no doubt aware, we don't have any weapons."

"Dont worry about firepower, theres plenty of that to go around." She said confidently.

Falco was going to question it, but decided to leave the source of the so called 'firepower' alone.

Kazooie unbuckled herself as well and climbed toward the back with Falco. She sat leaning against the drivers seat while he was at the opposite end of the tank, a few feet from her.

He checked his watch, as it had automatically adjusted itself to this planets day/night cycle.

"We've got a few hours until dark." He said.

"Ugh, stuck in this thing with you? This has to be what hell is like."

"You're no picnic either sunshine." He snapped back at her, folding his arms the way he was accustomed.

After a minute or so of silence, Kazooie spoke up once more.

"So whats your story? Have you always been a terrible pilot or where you drunk when you crashed into Mumbos house?"

"For your information turkey, I'm the best pilot in this part of the galaxy! Leon took a cheap shot and got lucky."

"Who's Leon? Your _life partner_?"

"He's my rival from Starwolf, you know them, the ones who currently rule your primitive knuckle-dragging planet?" He growled back.

"What about you? How'd you and Banjo end up living together?" He asked

She hesitated for a moment, but decided to tell him about her shady past. After all, as soon as they rescued Banjo, he'd be out of here, so it couldn't hurt.

'_Who's he gonna tell?' _She reasoned

"Well...He found me outside his house one day in the rain. I was pretty banged up, and much like you, he took me in, and fixed me up. After I got better, I was dead set on leaving...but I just couldn't bring myself to do it without trying to pay him back. Then the witch kidnapped his little sister, and I helped him rescue her. After that though, I could either go back to the life I had before, or stay with him out in the country. The choice was obvious..." She said, not having told this to anyone. Surprisingly, it felt good to open up about one of the many sources of her hostile personality.

"Huh...What did you mean by, the life you had before?"

"Hold on there buddy. I told you part of my story. Its your turn now." She said avoiding a very painful subject for at least a brief period. No one knew about her past, not even Banjo. But, it felt good to talk about her arrival at her honey bear friends house...why wouldn't it do the same for her past?

Falco sighed, as his thought process was the same as hers.

"It was just me, my mom and my older brother Ozzy growing up...my pop was never around. Matter of fact, I never knew him at all. My mom worked in some office in the city where I grew up, and me and my brother came home to an empty house after school. She made enough to keep us in livable conditions, but one day she got laid off. She took another job, but the money was nowhere near the same. She tried as hard as she could, but she couldn't work enough hours. So in order to get more money, she started taking amps. Soon she was hooked on them, and more money was going towards her habit than food. Ozzy saw how much money mom was spending on drugs, and decided to get into the business of supplying them. For a while, he supported the both of us, and I thought everything would be ok in the end. But in order to get the drugs, Ozzy had to buy them from the Bovine mafia. I guess he pissed off the wrong person one night..."

_Flashback_

_A twelve year old Falco lay on his bed doing his math homework with the t.v. on as his older brother walked by on his way to the bathroom to take a shower. He was about twenty years old, but was pretty much an older version of Falco.  
_

_"What're you workin on sport?" He asked._

_"Math...My teacher assigned alot of it, but I'm almost done."_

_"Good stuff buddy." He said mussing the feathers on his head, eliciting a smile from him. He loved his brother, and everything he did for him and his mother._

_"Do you know when mom is coming home?" He asked._

_"Not till the morning. So make sure you have all your homework done so you can show it to her ok?"_

_"Yeah yeah..." He said putting his beak back into the book as he kept his pencil busy. School had never been a problem for Falco, other than the fact that he hated it. He was an A student, but he was always able to get by without studying night and day._

_They lived in a middle-lower class neighborhood of mostly other avians with a few other species thrown about. Overall, not a dangerous place to live, but every now and then violence would flare up on the outskirts of the neighborhood. _

_After a few minutes, Falco closed his math book and sat on the edge of his bed and watched the cartoons in front of him, not noticing the headlights outside his window. Two bulls in suits sat in the car and immediately killed the lights as they cased the house._

_"Only two people in the house. Call Don Hephiere and let him know." The other bull produced a mobile phone from his pocket and called the mob boss._

_"Godfather, the pidgeon is in the nest, shall we proceed?"_

_"Yes. Wait until the moment is right." _

_"Yes Godfather." He said hanging up the phone and nodding to his partner in the drivers seat._

_

* * *

_

_"Ok Falco you've got school tomorrow, time for bed." _

_"C'mon, I'm old enough to stay up till eleven aren't I?" Falco complained._

_"Nope. Maybe when you're thirteen." He teased as his little brother climbed into bed. Ozzy pulled the blanket over Falco as his sat on the edge of his bed._

_"Now dont turn the t.v. back on when I leave." He said leaving the room they shared. _

_Falco lay there trying to sleep as Ozzy cleaned up the kitchen and living room. Almost as soon as Falco was about to drift off to sleep, he felt natures call. He got up and walked out of his room to see Ozzy looking tired on the couch with the t.v. on._

_"Falco? What are you doing up still?" He asked groggily._

_"Relax, I just have to go to the bathroom." _

_Just as Falco finished his sentence, he heard car doors slam and footsteps running outside their house._

_Ozzy caught a glimpse of who was outside the house which put his heart into his stomach._

_"Falco, get under your bed!" He shouted in a whisper._

_He was too startled to move as his brother snapped at him again._

_"Now Falco!" _

_He snapped out of his surprise and dashed to his bed, wiggling under it as his front door began to thump with the weight of two adult bull shoulders behind it._

_Falco shut his eyes as tight as he could, terror gripping his young heart as he clutched the carpet._

_"Oz! You rat bastard. You thought you could steal from Don Hephiere without him finding out?" A strange voice said. The strangers must have gotten in the house somehow._

_"I didnt take anything from the Godfather! You're out of your tree! I give him his cut and I keep mine!"_

_"Then why did he give you 50,000 credits worth of product, and all he got was 60,000 back? Thats not 70-30 my friend." _

_Falco had no idea what they were talking about, nor who or what this 'Godfather' was, but it was apparently serious._

_"I'm telling you, I didn't cheat Don Hefiere!"_

_"Then how did he come up short?"_

_"How the hell should I know? Probably your bovine math skills!" He snapped, immediately realizing what he had just said._

_Falco heard a smack, then a thud. As he crawled closer to the door, he saw his brother on his knees, one hand on his face._

_"Listen jerk-off, I'll make you a deal. You give me the 10,000 credits, and I'll forget your last comment." The bull growled menacingly.  
_

_"I...don't have it. I told you that already!" He said standing back up. His brother was strong, he played football for his high school team all four years, but these bulls were about his size and outnumbered him._

_"Then I guess we'll have to go with option two. Don Hefiere sends his regards." _

_Ozzy's eyes widened as they produced two machine guns from beneath their jackets._

_Falco gasped as the loudest noise he had ever heard filled his house. He shut his eyes for what felt like forever until the noise stopped, the acrid smell of gunpowder greeting his nose as he heard the door close and a vehicle speed away._

_"O...Ozzy?" Falco called into the living room. There was no answer. He worked his way out from under his bed and cautiously stepped out of his room._

_"Ozzy? Are you okay?" He asked timidly, still not getting a response. He stopped at the corner to the living room where his brother had confronted the strangers. He gathered his strength and looked around the corner. For years afterward, he would wish he hadn't._

_His dear brothers blood was splattered onto the couch and the wall, as well as numerous small holes. He lay on his back, motionless. The muscle shirt he was wearing was stained a bright red to match the pool he was laying in. _

_Falco's eyes filled with tears as he realized what he was looking at. He ran toward his brother and held his head up in his arms. It was limp as he put his head against his brothers, tears running freely from his eyes._

_"Ozzy...no...please wake up..." He sobbed, grabbing his brothers hand as the warmth of life faded from it._

_He spent the rest of the night there against his brother, wishing in vain that he would come back to him. _

* * *

"Once my mom got home, she called the police. But they were on the mobs payroll, so no one was ever arrested. After that, I never went back to school. I was getting in trouble with the law alot. I was in and out of jail, and by the time I was 18, my mother had to be committed. It was a combination of the speed and what she saw that night. After that, I was on my own."

"My god...Falco, thats awful..." Kazooie said dumbfounded, not expecting something so deep from her snappy traveling companion.

"Well, its not all bad, before I left, I decided that I had to avenge my brother. And one night, after months of careful planning, I got my chance..."

**Falco's rightious vengence is next chap! It will be swift and just! or will it? mwahahahaha!**


	15. Chapter 15 Vengence Is Blind

**CHAPTER 15- VENGENCE IS BLIND**

**I would have uploaded this yesterday, but the site wasnt cooperating  
**

Falco's face had a calm, almost happy expression etched on it as he began his next part of his story. Kazooie had no idea how he could be so calm after telling such a tragic tale.

"While I was in jail one night, a bull came in to drop off some mob kickbacks. I recognized him, even after six years, his was the only face I saw. I memorized it. It was burned into my brain like a hot iron onto those scum cows flesh." He said remembering the night fate led him to cross paths with those responsible for destroying the only life he knew.

_"Please Mr. Steerman, if there is anything the Godfather needs, tell him not to hesitate to ask." The hawk police chief said flipping thorugh the briefcase full of credits that the bull had just tossed on his desk._

_"Chief, no need for formalities, call me Donny."_

_"Your the boss. Just keep the money flowing, and your boys can operate without worrying about mine." He answered_

_Falco sat back in his cell, having been drawn to the conversation by the familiar figure. He tried to do it subtly, so he wouldn't draw attention from the guards._

_"Donny Steerman" He said to himself. One of the mysterious assassins that ripped apart his childhood now had a name. And one Falco would not soon forget._

_He had been locked up for public intoxication, which was a minor offense. He was released the following morning and went back to his home, one last time. He gathered all the things he thought was essential. Just a few changes of clothes, a knife from the kitchen, a photo of his mother, him, and Ozzy. He gathered everything else of value from his house and sold it. _

_He stood at the front door and looked at the now barren interior of his childhood home, almost able to see Ozzy, his mom, and himself sitting on the couch watching tv, or his mother tucking him into bed. He felt his eyes start to moisten, but they were instantly dried with anger as he thought of those who drove him to this. He closed the door and locked it as he began to walk down to the corner of the busy intersection near his house. He hailed a cab and took it downtown to the Sunnyvale Institution, where his mother now lived._

"I had to go see my mom one last time. I already had my ticket for the next ship to Eezra Minor."

"Where?" Kazooie interjected.

"Its a popular mercenary hangout. If I was going to get picked up my a merc team, there was were I had the best chance. Anyway...I hadn't seen my mom in four years, so I had no idea if she'd even remember me..."

_Falco sat nervously in the waiting room, his eyes moving from fixation to fixation as he waited for what felt like years for the receptionist to tell him his mother was ready to see him. _

_'What if she doesn't recognize me...what if she really is absolutely insane...?' Thoughts like this raced through his head as he neglected to notice a nurse who had come from the back calling his name._

_"...Mr Lombardi?"_

_Her voice snapped him out of his apprehensive train of thought._

_"Your mother is ready to see you now."_

_ Falco walked back through a small door and followed the nurse past the rooms of other patients. They all looked like they belonged here...some muttering to themselves, some having shouting matches with furniture or someone who wasn't there. It was hard to imagine his own mother among these lunatics, as he was sure it was hard for others to imagine their loved ones in such a place._

_"Your mother has moderate Schizophrenia and post traumatic stress syndrome, which may manifest themselves in anything from seizures to flashbacks and general paranoia." She explained checking her charts.  
_

_At the last room, the fox nurse stopped and opened a steel door. Two large bears in all white stood at the end of each hallway, stoic and arms folded. He turned to look into the room and saw a face that had haunted his dreams for years. It was almost too much for him to take in at once, but he sat slowly stepped into the room as the nurse closed the door to give them some privacy._

_"...M-mom...?" He stammered slowly. She was knitting in an armchair, and seemed to notice someone had said something to her. She looked up from her knitting and took in the blue avian standing before her. She looked him up and down and went back to her knitting._

_"Hello there. Are you Dr. Rasners new assistant?"_

_Falco was stunned, but not shocked by his mothers mental state._

_"No ma, its your son...Falco." He said gently._

_She stopped knitting again, this time setting her needles down. She looked up again, seemingly to more closely examine the newcomers face. _

_"Oh...Falco...I had a son named Falco...but one day he left home, and I never saw him again..." She said sadly._

_"Ma, its me! I'm your son! I'm Falco!"_

_She lifted her head slightly, and her eyes glazed over just a enough to be noticeable._

_"Mom? Are you ok?" He asked concerned._

_"Falco...did you finish all of your homework?" His mother asked._

_He realized what was going on and a tear began to form in his eye._

_"Yeah...I did ma..." He said sadly._

_"Good. I haven't seen your brother all day, do you know where he got off too?" She asked genuinely._

_"He left...for work mom...That's why I came to see you." _

_"Why? Is his manager making him work late again? I swear that boy works too hard." She said picking up her needles once again._

_"Yeah, I'm going to talk to his managers tonight, and I wanted to tell you I love you mom." _

_"Oh Falco, you know I love you. You know, I've never told you this, but you have so much of your father in you. He was just as quick and stubborn as you and Ozzy." She said smiling warmly at the blanket she was making. _

_He got up from his chair got on his knees as he put his hand over his mothers and stopped them from their repetitive motion._

_"This could be the last time I see you. I want you to know I love you." He said as his mother looked into his eyes._

_"I love you too Falco. Now off to bed, you have school in the morning." She said, consumed by her dementia._

_He kissed her on the cheek, which she returned as he stood up._

_"Goodnight sweetheart."_

_"Goodnight ma..."_

_He turned and left the institute for the last time._

_After he left Sunnyvale, he went to the pawn shop where he had sold all the items in his house. A friend of his mothers owned it, so he cut him a deal as he walked out with a silenced 9mm pistol, ropes, duct tape, and GHB in a syringe.  
_

_The sun began to set as Falco hit the popular mafia hangout, the China shop bar. He sat down at the bar and ordered two shots of whiskey as he waited for his target to show up, hoping his waiting would not be in vain. Sure enough, Donny walked through that door and ordered a beer. Falco had the advantage of Donny not remembering him, so he didn't have to worry about having his cover blown. A few hours later, Donny left the bar, with Falco in distant pursuit. Apparently, the mobster lived within walking distance of the bar, as he didn't hail a cab. Soon, the bull stopped at a run down looking house and went inside. Falco saw through the window that Donny had turned on his shower and got in. Falco changed into the black pants and shirt he had in his duffle bag, and tucked his silenced pistol into the waist of his pants. He crept up beside an unlocked window and slipped into the shadows. After a few minutes, Donny stepped from the shower in his bath robe and sat down on his couch, producing a bag of white powder from his breast pocket and lining it up on the coffee table with a razor blade._

_Falco's eyes were the only thing visible behind the couch as the light from the streetlights outside reflected his anger. He was barely holding himself in check as he waited for his target to start taking hits of coke._

_He silently drew the needle from his pocket and removed the safety cap. Donny sat back as he cleared his nose, and Falco struck with the GHB. The syringe went straight into his jugular while he put his hand over the bulls mouth._

_"Shhh..." He whispered as his eyes drooped shut._

_The bull came to duct taped to a chair in his own bedroom, a blue falcon dressed in all black standing in from of him._

_"You probably don't remember me, do you?" Falco said, taking a drag off of a cigarette he had lit to try and calm himself._

_"Who the fuck are you!?"Donny shouted._

_"Naw, I didn't think you would. After all, you didn't even see my face that night. But I saw yours Donny." He said blowing the smoke out smoothly as if he had been smoking for years._

_"How do you know who I am!?"_

_Falco laughed as he squared up to his captive._

_"Six years ago you paid a visit to my house, and killed my brother. Remember him?" He said showing him the picture of his family he had grabbed from his house._

_"I don't know kid, I cant remember all my contracts! Now I suggest you let me go. I've got some powerful friends."_

_"You cant remember the people you killed? You aren't exactly helping your case. Now if you can answer my question, I might let you live." He said drawing his pistol and pressing it into his forehead. The bull didn't think the kid was armed, he thought this was just a prank, but the cold steel of the barrel of the pistol drove fear deep into the hardened ganster._

_"Now, you'd better remember the night you killed my brother. I want the name and address of the bull you were with that night."_

_"What was your brothers name?"_

_"Ozzy." Falco said cocking his pistol._

_"Ok ok his name is Jon Torrio, he lives at 504 villa street! Just please don't kill me!" He begged._

_"Hmph, I thought there was a code of honor in the mob? Because you just signed old Jon's death warrant, as well as your own." _

_"You said you'd let me live if I answered your question!" He cried._

_"I said I might. And I don't believe you gave Ozzy a choice did you?" He said forcing the barrel of his pistol in his mouth._

_"Just be grateful I'm killing you quicker than you killed my brother you piece of shit!" He said firing the whole clip into the mobsters head, leaving himself splattered with blood. He took one last drag on his cigarette and extinguished it on the mobsters chest.  
_

_Falco changed into another set of clothes he had brought, as he put his black ones into a pile and tossed a lighter onto the pile. He walked out of the front door as the living room windows glowed orange from the spreading fire. He got a room at a cheap hotel and tried to get some sleep as he was to attack his next target in the morning._

_6 a.m. came and already he was changed into his clothes and had cleaned and reloaded his pistol. He got on board the bus that would take him as close to villa street as possible. Once getting off at his stop, he walked down the sidewalk of a well kept suburban neighborhood. he strolled casually down the lane until he came upon a brick house with a white picket fence with the numbers 504 on the mailbox. It was around 8 in the morning, and figuring he wouldn't recognize him, Falco walked up and rang the doorbell. Some seconds later, an older looking bull answered the door._

_"Jon Torrio?"_

_"Yes."_

_Falco resisted the urge to draw his weapon and kill him right then and there. He would draw too much attention to himself in this kind of neighborhood, and if the cops knew what he was up to they'd turn him in to the mob._

_"Have you seen this guy?" He asked holding up the picture and pointing to Ozzy. His eyes widened as he realized why this young avian was here. He didn't fight however. Instead, he invited him in._

_"So are you a relative of his?" Jon asked as he sat down on a chair in his livingroom, the room itself adorned with pictures of his wife and two children._

_"I'm his brother. Since you recognized him, I assume you know why I'm here."_

_The bull nodded concerned. He hadn't fought anyone in years, especially not someone half his age._

_"Yes. I'm not proud of what I did to get where I am..." He reminisced sadly._

_"Then why did you do it?"_

_"I was just following orders. It was him or me." He said calmly, pouring a glass of whiskey._

_"You remember a lot more than your friend Donny did." Falco said, waiting to gauge his reaction to the news of his friends death._

_He chuckled._

_"Donny was a drunk. I've put all that behind me now, I've started a family-" Falco cut him off._

_"A family? Did you ever think about the families you tore apart on your 'missions'? Don't try to save yourself by waving around the fact that you found some bitch to knock up and spit out kids."_

_The bull angrily stood up as he faced Falco, who move his hand to his gun, ready to fire._

_"Don't you talk about my wife like that! I'm sorry for what I've done to you and your brother but killing me isn't going to make us even!"_

_"You're right. Killing you wont make us even. For that, I'd have to kill you, wait for your kids to get home, kill one of them in front of the other one, wait for your wife to get home, and traumatize her to the point of insanity, then send your remaining child to live on the streets. Then I think we'd be about square!" He shouted drawing his pistol and shooting the bull three times in the chest, sitting him back down in his chair as blood stained his white shirt._

_"Now for the big fish." He said wiping the little bit of blood from his face and stepping out of the door._

_He arrived back at the pawn shop and traded his last bit of cash for a scoped high power rifle. He knew he couldn't get into Don Hephiere's compound, so he had to take him out when he was in public. He waited at the Godfathers favorite eatery and soon, he showed up for his dinner, and as luck would have it, sat right by a window._

_Falco didn't mind not getting close to this target, as he set up the bipod of his rifle on a rooftop. He looked carefully through the scope and lined up his shot._

_'You're only gonna get one shot...lets make it count...' He thought as he held his breath, relaxed and..._

_His eyes shut reflexively as the roar of the shot and recoil startled him. He looked back through the scope and saw the mangled head of a former Godfather. He smiled with relief as he glanced at the picture of Ozzy and his mother he had set right beside his gun._

_"There...its finally over..."_

"After that, I went to Eezra minor were I worked odd jobs for a while, till I met Fox and the rest, as they say, is history." He finished pulling out the picture of his family and showing it to Kazooie.

"Falco...I never would have guessed that...this...and you..."

"Its ok. It was years ago. I've made peace with a lot of it."

"What about you? Its your turn now lady." He said.

Kazooies heart jumped to her throat.

"Oh...right..."

**ok so I didnt mean for Falcos story to take so long but once I got going I couldnt stop! Kazooies wont be as long, I promise! **


	16. Chapter 16 A Home In The Hills

**CHAPTER 16- A HOME IN THE HILLS  
**

"Well...okay...I lived with my parents until I was sixteen. We argued sometimes, but for the most part, I was happy. But one day in December, all of that started to change."

_Kazooie lived in a comfortable house on the edge of an evergreen forest, at the foor of beautiful rolling hills. She attended school and got exemplary marks as a result. The day she returned home from school was a Friday, and the young Breegul was ready to get started on the weekend._

_She came through the door to find her mother in the kitchen washing dishes while her dad was out finding dinner._

_"Hi mom, whats for dinner?" _

_"We'll know as soon as your father gets back with it dear." she said as kazooie dropped her books by the door._

_"Those dont belong there Kaz." Her mother said in an I've-told-you-that-a-thousand-times inflexion. _

_Kazooie groaned and carried them to her room, soon returning to step outside and practice her flying._

_Unbeknowst to her, as soon as she shut the door, her mother let out a string of coughs, so powerful that she had to sit down, one hand on her chest as they finally subsided._

_"My goodness..." She exhaled standing back up, getting back to her dishes._

_Outside, Kazooie had gotten up to 250 ft off of the ground, the highest she had ever been._

_"Hey there kiddo! What are you doing up here?" A male voice called to her from the distance._

_She looked to see her dad flying towards her with a basket of fish._

_"Just trying to break my old record!" She said following him down to the ground._

_"And I did. I knew I could do it." She said smugly._

_"Yeah very good Kazooie, now take these to your mother and help her with dinner." _

_"Yes sir..." She moaned heading inside, followed by her father._

"That next Monday when I got home from school, my dad met me at the door..."

_"Hey dad!" She called as she glided to her yard from over the treetops._

_He said nothing, but waited for his daughter to get closer._

_"What are you doing out here?" She asked stopping in front of him._

_"Well...your mother is sick. She's in our bedroom, I'll be taking care of her, but under no circumstances are you to go in there, understand?"_

_"Uh...ok...but why?"_

_"The doctors say its highly contagious, and very dangerous to children."_

_"I'm not a child!" She snapped resentfully._

_"I know your aren't Kaz, but I'm just trying to keep you safe." He said softly._

_Her sharp personality wouldn't let the semi glare leave her features as he father stepped aside and let her inside the house._

"It wasn't soon after that, Dad caught it too, then we had too have doctors come to take care of them..."

_The owl doctor came out of her parents bedroom and gave the sobbing teenager the news._

_"It doesn't look good, but there may be hope. A mushroom, called the cup of life may be able to fight their sickness. Its blue and red, but its very rare."_

_"So if I find it, you can save them?"_

_"There are no guarantees, but its our only shot."_

"So I went out to find it. I searched high and low, and eventually I found one just as the sun was setting. B-but...when I got back..." She began to stammer as her emerald eyes began to tear up.

She couldn't bring herself to finish her story, but Falco had a good idea of the ending. He moved from the other side of the tank over to her, wrapping his arms around her, in a very uncharacteristic manner.

"I'm the only one you've ever mentioned this to, aren't I?" He asked softly, the Breegul abandoning all notions of her usual personality and burying her face in Falco's chest.

He felt her nod as he stroked her head.

"The best way to deal with your past is to confront it." He said as she grabbed his hand in her own.

"A-after that...I don't remember a lot...Just that I one night while I was headed back home, a storm blew in...the winds were so intense, they blew me into a tree, and I blacked out in the forest. The next thing I knew, Banjo was taking care of me." She sobbed, trying to control her tears.

"Looks like we both have more in common then we first thought." He said as her eyes locked with his.

"Yeah...I guess we do..." She said, their faces now inches away from each others. She could feel herself blushing profusely, but thanks to her red feathers, no one could tell.

Falco felt it too, and against his better judgement, leaned in to kiss his traveling companion. After that, the both of them gave into the desires that neither would dare admit to having for each other.

* * *

"Banjo, are you ready?" Fox asked as the honey bear looked at himself in his new uniform.

"Is it time?"

"Yes, we're using the pods you used the last time to get planetside."

A weight dropped in Banjo's stomach as he thought of the last time he rode in one.

"R-right...where are we going exactly?"

"Right smack in the middle of Showdown Town." Fox said, a hint of boyish excitement in his voice.

"That doesn't sound very sane, er... I mean safe." He said frightened.

"You want Starwolf off your planet don't you?"

"Yeah..." He answered.

"Then its the only way. Don't worry, we'll have Peppy use the Great Fox's cannons to soften up the defenses before we land."

"Okay then, lets do this." He said walking with Fox to the pod bay.

He climbed into the pod and heard Fox's voice over the radio to Peppy.

"Alright Pep, try to time your shots so we land just as the last one hits."

"Copy that Fox. Spinning up the cannons...firing in three...two...one...Incoming!"

The pods they rested in vibrated as the huge Ion cannons threw superheated atoms at Wolfs forces.

"Good luck guys!" Peppy said firing them down to the planet, Banjo's stomach being jammed into his head once again.

'I hope this is the last time I have to do this! Kazooie you'd better be down here!' He thought as he fought to keep the blood in his brain.

* * *

Falco awoke to being rather hot, and the air around him was sticky with humidity. He looked to his chest to see a red feathered arm stretched across it, the owner of that arm, asleep beside him. On top of that, he was stark naked.

"Oh no, we didn't!" Falco said sitting up in the cramped and hot tank cabin. Kazooie stirred from her sleep as she realized who was shouting.

She too realized the same thing he had, and put her hand over her face.

"Oh geez." She sighed

"I guess this is what I get for getting carried away..." She said to herself as Falco kept babbling.

"I shouldnt have done that! This is why poeple think I'm an asshole, because I do shit like this when they tell me they love someone!"

"Whoa whoa whoa. Take a breath before you pass out. First off, people think you're an asshole because you _are _an asshole. Secondly, who told you they loved someone?"

Falco froze mid syllable. Not only had he sexed the love interest of the person responsible for him being alive, he had also spilled the one thing he told Banjo he wouldn't, to the exact person it concerned.

"...Fuck..."

"Well, there's no chance of backing out of it now, who's in love?" Kazooie said

"Banjo is."

"And he is in love with?"

Falco sighed and pointed to her.

"Me? Banjo...loves me?"

"Yes...But you cant tell him that we boned! Or that I told you he loves you! I promised him I wouldn't!"

"Trust me, what we did was nothing to write home about." Kazooie said sharply.

Falco switched from remorseful to insulted after her attack on his...'ability to perform.'

"Oh really? Then I guess you were faking the 'Oh Falco! Oh Falco!' an hour ago huh?"

"Thats right! After and hour of waiting for you to do something resembling sex, I decided sleeping would be a better use of my time!"

Falco's eyes narrowed as he zipped up his pants.

"I know when Avian females are turned on, and you madame, were turned on. Whether your pride will let you admit it or not." he said donning his shirt.

She had no response to that, after all, she was exaggerating. She had actually enjoyed it, but she didn't love it like she thought she would. Falco should have been everything she wanted. He was a badass, ripped space mercenary with little regard for the feelings of others. But oddly enough, he was no contrast to her personality like Banjo was. Sure he was a tad bit on the squishy side, but her slightly dimwitted honey bear was something she couldn't live without, and to be honest, she thought of Banjo alot during her...'session' with Falco.

"Wait, how long have we been down here?" Kazooie asked. As soon as she had, the ground around them began to rattle and shake.

Without a word, they strapped themselves in and Falco started up the tank and headed top side.

"I hope you have a battle plan when we get up there!" Falco said over the roar of the engine.

"Don't worry, I do!" She said with a smirk on her face.

**For the record, If anyone has a mental image of two birds kissing, you are a step ahead of me, because I have no idea. anyway, Kazooie has had a revelation about Banjo and Falco,and now the stage is set for the battle chaps! they're next up! **

* * *


	17. Chapter 17 Edge Of Oblivion

**CHAPTER 17- EDGE OF OBLIVION  
**

The drill thundered through the dirt at a ninety degree angle, its ascent bringing the both of them closer to where they thought Banjo would be. After a few minutes of drilling, the tank came to a stop.

"Ready?" Falco asked readying his laser pistol and unbuckling his safety harness.

"Its for Banjo. Lets rock!" She said getting out of her seat and flinging open the top hatch. Falco leaped out first and landed in front of the tank, pistol ready to blast any opposition. Kazooie followed right behind him, a grenade egg in hand. The only thing to greet them were the confused stares of the residents of showdown town, which happened to be trapped in Glitter Gulch Mine.

"Does this look like Showdown Town to you?!" Kazooie shouted angrily.

"I don't get it...my math must have been off..."

"Ya think?" She replied sarcastically as she recognized one of the slaves.

"Mumbo? What are you doing down here? Actually, what are all of these people doing here?"" She asked

"Alien invaders capture town. Make us build heap big defenses, then send down here to mine purple gem. It suck! Get us out of here!"

"Mining nothing compared to having to listen to Mumbo whine all day." Humba spoke up behind the shaman. All the slaves were linked together by one long metal chain, so if they were freeing one, they were freeing all of them.

"Alright listen up jerks! Freedom is right down that tunnel. Just follow it until you get to Jinjo Village! Now lets move before your guards show up!" Kazooie shouted as the miners dropped their pickaxes and shovels and ran for the hole their tank had made.

"Hey! Were are you slaves going? Hey its him!" A chimp guard said coming around the bend behind a huge pile of gems, his laser rifle drawn.

"I hope your ready for combat!" Falco said diving behind a mine cart as Kazooie did the same.

The guard pelted his position with laser fire, making it impossible to Falco to even get a shot off.

"Do something! He's got me pinned!" He said struggling to keep himself covered as the minecart began to melt away.

"Watch a pro." She said calmly, the grenade egg she had earlier resting in her right wing.

"An egg you painted to look like a grenade?! How the hell is-"

"Just shut up and watch!"

With a quick distance judge, she hurled the egg straight at the guard, smacking him right in the chest and exploding on impact, sending his body flying into another pile of gems, only to be buried by them.

"H...how did that..."

"I told you not to worry about firepower. Now put this on." She said producing a spare blue backpack similar to Banjo's from the tank.

"What for?"

"Because I don't trust your sense of direction, now put it on!"

He reluctantly did as he was told, adjusting the straps to fit his much less broad shoulders. Without warning, Kazooie jumped into the backpack he had just put on, almost knocking him to the ground.

"Whoa, what the hell are you doing?" He said turning his head to talk to her.

"I'm not getting back in that tank, and I can fly there faster than that thing can dig. Now lean back."

"Why?"

"Stop questioning me and do what I tell you! Have you never been with a female before?"

"Ok ok..." He said leaning backwards. Instead of falling flat on his back, he felt Kazooies legs lift his feet off of the ground. He instinctively grabbed the straps of the backpack as the Breegul stretched her legs.

"Ahh, its been a while since I've done this!" She said looking toward the exit to the mine.

"Hang on!" She said dashing past the power shed, then past Chuffy's train station to the rope hanging from the ceiling.

Kazooie bent her legs, and jumped straight up through the hole and back into the Isle O'Hags. With a flap of her wings, she rolled over, leaving Falco facing the ground as she began to fly.

"Never flown before have you?" Kazooie asked.

"Not like this!" He shouted over the rushing wind.

"And you call yourself an Avian!" She teased as she dove down to treetop level, on their way to Showdown Town, and hopefully, to rescue Banjo.

* * *

Banjo's hand never left the parachute lever as he pulled it with the rest of the Star Fox team. As soon as they touched down, the doors popped open and Fox and company began firing on the confused chimps.

Banjo stepped out of his pod nervously only to be greeted by a laser blast whizzing over his head.

"Whoa! Fox what do I do?!"

"Find some cover and shoot back!" He said pushing his pod over and getting behind it. Banjo did the same and aimed his rifle at an enemy. He had never fired a laser before, unless you count the one mounted to his cart in his previous adventure, but no one got hurt when he shot it. The item in his hands currently actually had the capacity to take a life.

'Ok...deep breath...just like the mummies in Gobi's Valley...' He thought

He fired the recoil-less rifle, and saw the chimp he was aiming at fall to the ground.

"I got him! I got one Fox!" He shouted to his right.

"Good Job Banjo, now lets go save the rest of your family!" He said jumping over his pod and rushing toward the makeshift prison, Krystal, Slippy and Katt following suit. Banjo trailed behind them as they all lined up against the wall. The honey bear wasted no time with tactics, as he charged straight through the door, shattering it to splinters.

"Kazooie! Falco! I'm here to..." His voice trailed off as he realized the prison was just as empty as he left it.

Fox and the rest of his team entered into the prison and saw it empty.

"Damit, I thought he'd be here by now!" Fox said as the guards regrouped for a counterattack.

* * *

"Wolf! StarFox is here in Showdown Town!" Covo said bursting into his tent.

His demeanor was cool and calm as always, his glowing green eye illuminating the worried commanders features.

"Thats ok, we have more than enough Zendium now. All we must do now is fight off Ultor. The mercenary fleet is here, and the Ultor fleet will be here within the hour. Here's your cut, I suggest you and your men get out of here, as there wont be much of this planet left once this battle is over." He said throwing her a card with the credits he promised her on it. He stood up and walked out of his tent, and towards his Wolfen IV.

* * *

"Fox, our position has been compromised! The Black Wolf knows we're here, and the mercenary fleet is already massed on the other side of the planet. On top of that, Ultor will be here within the hour! Have you found Falco yet?" Peppy said into Fox's earpiece.

"Negative, he's not in the holding cells. We're still looking."

"Well hurry it up Fox, we don't have the firepower to match up against Ultors cruisers!"

"Copy, we'll tell you when we find him. Fox out." He said trying to think of where they could be.

"Banjo, any ideas on where Wolf might be keeping them?"

"Well, he sent the residents to Glitter Gulch Mines, so I think we should start there."

"Alright team, we've only got an hour, lets move!" He said as he led them to the mine. As Banjo was about to follow them, he spotted Wolf in the chaos. His normally soft blue eyes narrowed in anger as he reached a paw up to his scratched face. Then he had a thought that sent him over the edge.

"Backpack..." He whispered to himself.

He slung the rifle to the ground and sprinted toward him.

"Wolf!" Banjo roared, for probably the first time in his life.

He calmly turned to see Banjo in a Starfox uniform, his paws clenched into fists.

"I'm assuming you're here for revenge?"

"Damn skippy." He growled.

"Then I will make this quick." With that, Wolf lunged toward Banjo in a flying kick, which caught him right in the chest, sending him tumbling backward. Banjo lifted himself on his hands and knees as he coughed and fought to get his breath back.

"This might be harder than I thought..."

* * *

The mercenary space fleet waited just outside the planets atmosphere as Mr. Spektors fleet just came on to their long range radar.

"Ahh, some corporate sissy's to warm up our guns. Excellent." The crocodile captain smiled.

"Get me their frequency."

"Aye sir."

* * *

"Mr. Spektor, we have an incoming transmission from one of the ships surrounding Omega five."

"Put it on screen." He said, his ever present martini beside him at his captains chair.

"Welcome to the jungle cubicle dwellers! If you were smart, you'd save us all time and ammo and retreat now."

The lion showed little emotion as he responded to this threat.

"You are aiding a breach of contract and I must insist that you stand down, or you shall suffer the same consequences as Wolf."

The reptile laughed heartily at the idea.

"Ha! You honestly think that your store bought forces are any match for our battle hardened veterans?"

"Johan can you identify the transmitting vessel?" The lion asked.

"Yes sir, ship is locked in."

Mr. Spektor looked back toward the large screen and addressed the captain on last time.

"This is your final warning. Stand down, or be destroyed."

"You are nowhere near in range to attack us, and even if you were, this is one of the largest ships in the fleet! It would take more than your singular ship to destroy us!"

The lion simply smiled.

"I was hoping that would be your answer." He said pressing a button on his chair.

"Stand by, Ion control."

"Ion control ready for firing." a voice in his chair answered back

"Fire on my target." He said as he locked onto the transmitting vessel.

"Roger, fire sequence initiated."

The Oblivions cannons began to glow a menacing blue as a ball of superheated energy gathered at the tips of her massive weapons. After a few seconds, the lasers zipped down range at light speed, and crashed in one side and out of the other of the massive ship as fire erupted from the holes made as she plummeted toward the planet.

* * *

Leon was on the bridge of the Black wolf when the Oblivion unleashed her fury on a ship in the mercenary fleet.

"Impossible! No ships cannons have that kind of range!" He said to himself as he manned the radios to try and contact Wolf's ship.

"Wolf! Ultor is attacking! You need to get up here now! They just took out the second most powerful ship in the fleet! We must attack now or they can just pick us off from a distance! Wolf come in!" The radio broadcasted to no one as Wolf attended to other matters. The battle for Banjo and Kazooies planet had begun, and only Ultor was prepared to fight it.

**Chaos in Showdown Town and above it! The battle has begun!**


	18. Chapter 18 Red Sky

**CHAPTER 18- RED SKY  
**

Leon sounded the battle alarm aboard the Black Wolf, demanding the rest of the Starwolf team get to their ships.

"Ultor is attacking us from long range, we have to close the gap! All merc ships, attack!" Leon radioed from the bridge of his ship.

"Where is Wolf? We were supposed to be gone by now!" Panther said over the intercom.

"He's still on that damn planet, we'll have to hold here until he gets back!"

* * *

"Deploy all fighters, destroy those mercenary scum! As soon as we break their blockade, send the shock troops to the surface, I want that planet stripped of everything, then demolish it!" Peppy's jaw dropped slightly at the news of the transmission he had just intercepted. How could they have the kind of firepower to destroy an entire planet? It had to be impossible...but then again, no one believed a laser canon had the range to attack from a quarter of a parsec away. Ultor seemed to be in the business of breaking records today.

* * *

Fox and his team were just about to leave showdown town when they spotted two bird in the sky, one apparently being carried by the other.

"I don't believe it..." Fox said, a grin growing across his face as he stopped his sprint to the mines, the rest of his team following suit.

"Thats them! Land!" Falco said as Kazooie swooped down, retreating into the backpack, dropping Falco to the ground on his stomach, injuring his already hurt arm.

He stood up and brushed the dirt from his jacket and faced his team.

"Boy are you guys a sight for sore eyes." He said with a copy of Fox's grin on his beak.

Kazooie jumped out of the backpack and stood beside him.

"Ahem. Your Welcome." Kazooie said as Katt sprinted from the back of the group and tackled Falco to the ground while hugging him as tight as she could, threatening to re-break his arm.

"Falco! I missed you so much! Dont you ever let Leon shoot you down again or so help me-"

"I...didn't have...much choice...in the matter! Now please...your love is crushing my diaphragm!"

Katt released him and stood up, straightening her pink flight suit and looking at Kazooie.

"Who's this?" She asked, with an almost undetectable hint of jealousy.

The Breegull had worn an expression of disgust as soon as the feline jumped on Falco. It appeared as though that hardened heart of hers had found another resident besides Banjo. The few hours they spent in the tank apparently meant more to her than she first believed.

"The name's Kazooie furball. I'm the one who kept bird boy here alive this long."

"Then I guess you're the one who deserves some thanks. Banjo told us about you."

"Wait, you found Banjo?"

"Well, he actually found us." Slippy said holstering his rifle as a laser crashed into the building in front of him. He looked back and realized that the honey bear was no longer in their group.

"Uh...he was here a second ago..." He said looking back where they had come from.

"There they are!" group of guards came around the side of Mumbos garage and immediately began firing as the team jumped behind any cover they could find.

After a brief exchange of lazer fire, Katt utilized the rocket launcher they had packed, blowing a hole in the side of the garage, causing the giant skull to crush the attackers.

"So you lost Banjo? I can see you fit right in here bluebird." Kazooie said trotting toward the center of Showdown Town in hopes of finding her friend, Starfox following close behind.

* * *

Banjo picked himself up off of the ground, brushing the dirt from his uniform. He looked to Wolf only to be met with two punches square in the jaw. Had he been a less durable bear, he would have been out cold. After punch number two, he looked for the next one, catching it in his larger left paw. Wolf was genuinely caught off guard by this, expecting the honey bear to be no more than a punching bag to warm himself up before fleeing from Ultor. Taking advantage of Wolfs stunned state, Banjo reared back and cracked him as hard as he possibly could in the muzzle. Wolf stumbled backwards as Banjo tried to shake off the pain in his fist. Having never been in a fist fight with nothing except goofy pushover henchman, he was truly playing this by ear.

Wolf put his paw up to his face and withdrew it, seeing his own bright red blood on his fingertips. He growled loudly as he glared at Banjo, his green fake eye glowing extremely bright with rage.

"You will pay for that!" He said jumping into the air and coming down with his elbow intent on smashing Banjo's skull. Luckily, Banjo was quick enough to get out of the way, but not enough to dodge the quick kick he threw into the bears chest once again, sending him tumbling backwards.

Wolf heard chatter over his radio, which sounded like Leon. He went to his Wolfen IV and got on the radio while Banjo was down.

"What is it Leon?! Cant you handle leadership for more than a day!?"

"The Oblivion's cannons destroyed the Wicked in one shot, from a fourth a parsec away! I had to tell the Mercs to attack! We need to get out of here, those Mercs wont last long against Ultor!"

"Fine, I'm on my-" He was interrupted by someone grabbing the back of his head and slamming it against his spacecraft. Wolf quickly elbowed his attacker, causing Banjo to stumble backwards.

"I don't have time to play with you. You have proved to be more of an adversary than I gave you credit for however." He said pulling a metal device the size of a quarter out of his pocket and throwing it at Banjo's feet, exploding on impact, throwing him a few more feet backwards as Wolf got into his Wolfen IV and blasted off into the sky.

* * *

"Sir, the mercenary losses are now at fifty percent." A fox in a military uniform said on the holoscreen in front of Mr. Spektor.

"Excellent. Prepare the shock troops for the land invasion."

"Yes sir. Also, it appears that a small band of ships is attempting to flee the area."

"Deploy the energy shield. No one gets in or out."

"Aye sir." He said ending the transmission.

A rather large ship behind the Oblivion moved close to the planets sun and opened the huge doors at the back end, which began to siphon off molten star material. The ship had a massive tower mounted on it as it began to glow red, gathering particles from space itself.

After a minute of charging, it shot a blanket of red energy around the planet and the ships orbiting it. On the planet, the sky was cast an eerie red instead of the normal blue.

"What the heck is going on?" Kazooie asked as she stopped dead in her tracks.

"I don't know..." Fox answered as he too looked to the sky in amazement.

The battle in showdown town fell silent as all parties marveled at the strange weather.

"No way...I didn't think this kind of technology existed..." Slippy gasped as they turned to him, awaiting an explanation.

"Its a pure energy forcefield. Like the kind around our ships, except I didn't think it was possible on such a scale. Whatever is powering this thing must be enormous!"

"So that in English means what?" Kazooie asked.

"Unfortunately, it means that we aren't leaving until Ultor is driven off or destroyed."

"We can worry about that after we find Banjo." Falco said rather uncharacteristically.

"Since when do you care about someone who isnt you?" Katt asked.

"Since he is the reason I'm not dead right now. Lets go!" He said leading the way back to the center of showdown town. In the town square, he saw a smoking body on the ground, face down in a Starfox flight suit.

"No..." Fox said as Kazooie dashed over to what she just knew was her friend.

"Banjo!" She said stopping beside him, seeing his singed uniform, the small smoke plumes rising from his back.

The honey bears eyes fluttered open at hearing the voice he had missed so much during there time apart.

Falco knelt beside him and rolled him onto his back, relieved to see his blue eyes focusing on the two of them.

"Kaz...?"

"Oh Banjo! Don't you scare me like that ever again!" She said draping herself over him. He raised his tired arms and returned her embrace as Fox and Krystal helped him to his feet.

"What happened to you?" Kyrstal asked

"I saw Wolf...I tried to fight him...I almost had it, but he...threw a tiny grenade or something...and got away..."

"Well he isn't getting far with that forcefield up." Fox said.

He looked back to Kazooie and hugged her once again a feeling of immense relief washing over him having finally been reunited with his best friend.

"I missed so much you Kaz..."

"I missed you too Banjo." She said as she closed her eyes, feeling his strong arms around her, giving her an unparalleled sense of security, even in a warzone.

Their moment was interrupted by a massive spaceship falling through the atmosphere, and crashing into the hills outside of town in a massive explosion and subsequent fireball.

"Whoa! What is that?" Kazooie asked breaking the hug.

"Part of the mercinary fleet above us. You may not know this, but the fate of your planet is being decided up there." Fox said.

"Huh?" Banjo replied.

"A spaceship fuel company called Ultor is going to demolish your planet and strip it of its core because said core and mantle is made of Zendium, a powerful propellant. Unless we stop them!" Fox said in a prideful manner.

"How are you gonna do that from down here?" Kazooie asked sarcastically.

"Peppy, auto pilot our ships to our location, and ready the Great Fox for battle."

"Roger that Fox, Arwings are incoming." A few seconds later, their ships landed right in the middle of the town square, where the shattered Jiggybank lay.

"Uh...Fox, my Arwing is kind of...destroyed." Falco said, wondering how mad Fox would be over it.

Fox paused on the steps of his Arwing as he considered this fact.

"Is it now? Well, your alive, and that's what counts. The Arwing, we'll replace later. Now you can come back up with us to the Great Fox in my missile bay, or stay down here till we are done fighting." He said as the rest of the crew blasted off into the sky.

"I'll come back up." He said, turning to Banjo and Kazooie.

"I cant thank you guys enough for saving me from my crash."

"No problem Falco. We were glad to have you with us. I guess this is goodbye huh?" Banjo said

"Not yet, we aren't leaving here until you guys are safe. We'll be back." He said confidently climbing into Fox's Arwing and taking off into the red sky.


	19. Chapter 19 Combaticus

**CHAPTER 19- COMBATICUS**

Banjo and Kazooie watched Fox's Arwing disappear into the clouds as a female chimpanzee in a commanders uniform shouted orders from behind them, her laser pistol drawn.

"Dont move! Hands on your head, now!"

Kazooie and Banjo slowly turned with their hands raised to face their would be captor.

"Identify yourself." She said, noting the Starfox uniform worn by the bear.

The chimps occupying Showdown Town began to gather around their commander, quickly eliminating the possibility of Kazooie or Banjo fighting their way out.

"I'm Banjo, and this is my friend Kazooie."

"We lived here until you jerk offs invaded our planet!" Kazooie snapped.

"Kazooie, I know I've never said this to you before, and dont take this the wrong way, but please shut up! They have guns!" He whispered, though she seemed undeterred by his plea.

"Listen, apparently a huge fuel company is coming to kill all of you, so we need to work together if any of us want to another sunrise!" Banjo said, hands still up.

Covo knew this to be true, and she holstered her pistol.

"Stand down boys." She said as the rest of her men lowered their rifles.

"Yes, Ultor is fighting the mercs right now. They are the last line of defense between us and the Almighty..." She said soberly.

"What kind of attitude is that? You'll never win talking that way!" A voice from behind the group said. The chimps parted and there stood Trophy Thomas, Mumbo and Humba.

"What are you guys doing here?" Banjo asked.

"We left the residents back at Jinjo Village and decided to help Kazooie find you. Though I admit I could have found him faster, you didn't do too bad." He smirked with his arms folded.

"Regardless of what loudmouth say, we here to help you defend town." Mumbo added.

"What can we do?" Humba asked.

Banjo looked to Covo as he walked toward her.

"We dont have much experience fortifying towns, but you did a really good job on Showdown town miss...?

"Covo."

"Just tell us what to do." Humba said, wrench in hand.

For the next few hours, the remainder of Andross' fifth fleet, Banjo, Kazooie, and the rest of their friends began readying the town for the possible land invasion.

(Insert teamwork/fortification montage here.)

* * *

Falco climbed out of Fox's missile bay and caught an Osteo-pak he tossed him.

"Your arm looks like hell, get that taken care of." He said walking toward an older model Arwing.

After Falco plunged the glowing blue liquid into his injured arm, he felt the same cooling sensation as he did before in his leg, as well as the drowsiness.

"Remember this old girl?" He said rubbing a paw against the dusty metal fuselage of the mothballed fighter.

"Not...really..."

"Well you better start getting acquainted, because this is what you'll be riding in for wrecking your Arwing."

The groggyness quickly wore off when he heard that.

"What? Fox c'mon!"

"You're the one who crashed. Be glad I'm not making you detail the ship with a toothbrush."

"Fine..." He said taking off his dirty bandage.

"Good. Now the rest of the team is already suited up, lets go. And put on your E.L.T. this time."

* * *

"Well you all have done a great job in the short time we had." Covo said looking over the wall and ramparts they had constructed.

"It wont be long until Ultor lands, so you'll all need weapons. Follow me and we'll get you suited up.

As Mumbo, Humba, T.T. and Banjo followed her, the bear noticed Kazooie not behind him.

"Kazooie? Aren't you coming?"

"I dont need weapons, I've got my own." She said holding a grenade egg.

"Suit yourself." He said as he followed Covo to the armament tent.

* * *

"Ready team?" Fox asked over the radio in his Arwing.

"Slippy, standing by."

"Krystal, standing by."

"Falco, standing by."

"Katt, standing by."

"Peppy, standing by." He said from the bridge of the Great Fox.

"Alright lets take it to'em. Falco, Katt, I want you guys to find whats keeping that shield up and destroy it. The rest of you are with me."

"Not so fast, Starfox." Wolf said over the radio, the Black Wolf coming up beside the Great Fox, the Wolfen IV's confronting the Arwings head on.

"We dont have time for this Wolf, we're cleaning up your mess, then leaving." Fox growled over the radio.

"No one is leaving while Ultor is here, so I have a proposal for you. We set aside our differences until they are gone. The enemy of my enemy is my friend, after all. Don't take this the wrong way, but I consider them a much bigger threat than you."

"Forget it Wolf, you brought this on yourself. We're just here to protect Omega five and its inhabitants."

"Then I suggest we fight together, because Ultor plans on strip mining then demolishing the entire planet."

"No way! No fleet has the power to destroy an entire planet."

"I'm afraid they do Fox." Peppy said from the bridge. "I intercepted a transmission from them earlier, Wolf is right. If we don't stop Ultor, Omega five is doomed."

After an aggrivated sigh, Fox made his decision.

"Fine, we'll help you. But no funny business. At the first sign of a betrayal, you're all going down."

"No need to worry Fox, Panther has discovered the location of the shield generator. Tell your lackeys to follow him."

"Slippy, Krystal, your with Panther. The rest of you, come with me." He said rocketing off to the distant light of lasers and exploding spacecraft, followed by a mix of Arwings, Wolfen IV's and the two teams mother ships.

* * *

"Sir, Combaticus has been prepped and is ready for deployment."

"Excellent. I will be in the hangar shortly." Mr. Spektor said walking toward the elevator.

After changing out of his business suit and into a modified flight suit and entering an elevator to take him into the bowels of the enormous vessel.

Upon arrival at the desired floor, the doors opened to reveal a massive ten story hangar, which held a robot on two legs that took up almost the entire height of the room. The metal beast had the Ultor symbol emblazoned on its chest (It being a lower case Mu.), and was surrounded by scaffolding with hoses and wires ranging in size leading from it as the maintenance personnel performed last minute checks.

"Ah, Mr Spektor! Welcome to hangar 001. As you are no doubt aware, the marvel of technological advancement you see before you is product number 012 Mobile Destruction Platform a.k.a. Combaticus. It is highly classified and our P.R. department will deny any use or existence of such an item should you jettison the escape mechanism, as it will be quickly neutralized." said a badger in a white lab coat who greeted him at the elevator.

"Good. I'm glad to see you have made something useful with the assets we have alloted you. Now what can this thing do?" He asked as the two of them began to walk up the winding catwalks to the cockpit in the chest of the battle suit.

"It has multiple missile ports mounted on each shoulder, the head fires a high powered laser while both arms are equipped with the latest metal integrated A.I., enabling it to go from five fingered hands to automatic laser cannons to red hot blades for assaulting armor or opposing defenses. Also, for defenses it has a shield generator on its back, creating an all but impenetrable force field around it. It is also equipped with an emergency escape pod which can reach escape velocity in under two seconds and will autopilot itself back to the Oblivion or nearest available ship. Afterward, a nuclear bomb with an approximately twenty kiloton yield will detonate, eliminating the chance of it falling into enemy, or competitors hands." He concluded as they came to midsection of the robot, the chest opening automatically to reveal the singular chair and cockpit strangely devoid of instruments.

"I assume you have already been briefed on proper controls to the neural interface?" The scientist asked.

"Of course. Get this thing ready to fight, I've got some contract breaches to tie up." He said taking his place in the cockpit as wires hooked themselves into his modified flight suit.

"Good luck sir."

"I don't need luck." He said as the doors closed and an alarm blared, signaling the moving of the scaffold away from Combaticus and the decompression of the hangar so the large doors could release Mr. Spektor onto the battlefield.

* * *

"Try to keep up ladies, I cant wait forever. Well, maybe for you, Krystal..." He said smoothly over the radio.

"Cant you keep it in your pants for five seconds? Just show us where this thing is." She said rolling her eyes at Panthers constant advances.

"Turn on your UV filters and look toward their star. See anything out of the ordinary?"

Slippy and Krystal did as they were told and saw a small black speck with a stream of star material leading to it.

"Thats the ship, but its heavily guarded. My long range radar indicates at least seventy five fighters, and two mid range cruisers on either side."

"I don't like those odds." Slippy said nervously.

"Neither do I, but if we don't take this thing down, we're done for." Krystal said as their three ships waited just outside of detection range of the target fleet.

"That's right. All the fighters are grouped together, so a few well aimed proton bombs will take out a good portion of the fighters." Panther added.

"Alright. Pick a target and lets hit'em hard." Slippy said charging a bomb.

* * *

Fox and Wolf led their respective teams toward the already desperate Mercinary space fleet, which had about 75 percent of the ships either destroyed or damaged beyond effectiveness.

"Looks like we have our work cut out for us." Wolf said as he and his group split off to the left while Fox, Falco and Katt stayed up the middle.

"Alright guys, make sure your shields are charged, its gonna get messy real quick." He said as a light blue bubble appeared around each ship.

"These types of middle range cruisers have shield generators mounted on the underside of the ship. Once those are down, hit the bridge with bombs to destroy it." Fox said reading the analysis ROB had sent him.

"Enough chat Fox, lets kick some corporate tail!" He said as they swooped under the belly of the cruiser and concentrated their fire on the round target. It erupted in flames and the lights on board the ship began to flicker.

"Just like that! Now attack the bridge and this things done for!" Fox said as they broke off in different directions. Their actions had not gone unnoticed by the local fighter patrol, as they quickly found themselves being chased by groups of three or more.

Falco performed a somersault and blasted the three shieldless ships into vapor as he powered through their debris and on towards the bridge of the cruiser. It jutted up from the body of the ship quite prominently, as all the ships in the Ultor fleet had.

"There you are! Suck protons you corporate scum!" Falco said releasing two bombs speeding toward the defenseless ships high command. The explosion sent the ship tipping downward, heading toward the sun.

"Heck yeah! That's one I'm painting on my fuselage!" He said speeding to cover Fox's back.

"Their charging their lasers Fox! You need to shake'em!" Falco warned as he was still out of range of the ships.

"Do a barrel roll!" Peppy shouted over the radio from the Great Fox as if he sensed Fox was in trouble.

The charged lasers harmlessly bounced off in different directions as Falco finally caught up and shot down the attackers.

"C'mon Fox, we've still got plenty of cruisers to take out!"

"Guys we've got problems! The Oblivion is opening her hatch doors!" Slippy said from across the chaotic battlefield.

"What the hell is that?" Wolf said buzzing the Oblivions bridge.

**And so I'll end with a meme and a cliffhanger! (even though you all know what it is.) anyone catch the Star Wars reference?  
**

**Next chap, epic (transformers inspired) robot battles!  
**


	20. Chapter 20 To The Last Breath

**CHAPTER 20- TO THE LAST BREATH**

**ok I know I said robotic shenaniganz were going to happen this chapter but its already sooooo long I just couldnt fit it in. pleeeeeze forgive me readers! it WILL be next chap, I just didnt want to make a super long chapter.  
**

Mr. Spektor closed his eyes as the image of the battlefield was projected into his mind by the integrated neural interface. A targeting reticle appeared on all targets within range of his weapons. With a single thought, his superheated plasma blade extended from his right arm. The rockets in the robots feet engaged and sent him rocketing toward a mercenary cruiser a short distance away. On this particular model ship, the bridge was mounted on a relatively thin mount that protruded forward from the front of the ship. As Combaticus gained speed, the robot raised his bladed arm and in one clean swoop, severed the bridge from the rest of the ship it controlled, the vacuum of space ripping out the internal components and occupants, flinging them into the cold void.

"I cant believe I get paid for this!" He said rocketing off on an intercept course with a mercinary fighter, allowing the smaller spacecraft to explode on Combaticus' energy shield.

* * *

"It looks like some kind of battle robot!" Slippy said dashing away from it as fast as his engines would allow.

We wont last long against the thing, we have to destroy it!" Fox said locking onto it and firing all of his remaining proton bombs.

"All units, concentrate your fire on the marked target!" Wolf ordered as any available mercenary ships launched everything they had at their disposal toward it. Blast after blast, and laser after laser bounced harmlessly off of the impenetrable shield as Mr. Spektor merely observed their efforts, waiting for them to exhaust their ammunition supply.

"Oblivion, deploy the ground assault teams outside the mercinary headquarters, I'm getting tired of being in this primitive system." Mr. Spektor commanded as the small jump ships containing the invasion force streaked toward Showdown Town.

"Yes sir."

After the final weapon was fired, Combaticus was unscathed as its hand slowly shifted into large plasma cannons. Before he unleashed them, a flurry of missiles burst fourth from both shoulders and destroyed any who weren't quick enough to dodge them. Fox managed to evade one, but not without sustaining damage to his fuel cells.

"Wolf I've been hit! I wont last out here much longer, I've got to head back for repairs."

"We'll be dead by then!"

"Just hold out a little longer!" He said limping back to the Great Fox.

A few moments after Fox had left, Wolf heard the last words any fighter wanted to hear at that moment.

"Wolf, this is the Corrupted, I'm taking command of this fleet, and we are surrendering!" The gator captain radioed.

"You treasonous cowards!" He growled.

"Prison is much better than a cold death in space!" He snapped back.

"I will personally throw all of you into an airlock if I catch you, so you better hope they give you life sentences!" He snarled in rage as his options diminished rather quickly.

* * *

"Thats the last of them!" Krystal said as she shot down the final Ultor fighter defending the shield generator.

"How do we destroy this thing?" Slippy asked Panther as the formed up and headed back towards the massive star inhaling device.

"I dont know for sure, but our best bet would be to put an explosive in with the star material and detonate it once its inside the ship."

"But wont the star material destroy the bomb on contact?" Krystal asked as the ship grew ever larger in their canopies.

"It most likely will, which is why one of us has to fly right next to the star stream until the last second, then release the bomb." Panther explained.

"I am obviously the most capable, but I'm out of bombs." He continued.

"Me too. Krystal?" Slippy said.

The vixen looked down at her control panel and saw that she had exactly one bomb left.

"I've got one left. I can make the run." She said confidently as she streaked ahead of her wingmen.

"Be careful Krystal!" Slippy called after her as she set her attack angle against the stream of hot star-stuff. Slowly she grew closer and closer to the radioactive material, the heat causing her Arwing to heat up to an almost unbearable degree. Her hands were sweaty as she was merely a few hundred yards from the lethal radiation waiting just outside her lead lined spaceship.

'Steady...almost there...' She said as the opening of the ships bay doors gave her targeting computer a target. The constant beeping of the searching reticle was her only companion on the absolutely silent flight. She had spent so much time close to the heat of the star, her controls began to feel almost too hot to grasp as she gritted through the pain. After a few minutes, her computer overheated, leaving her with only one option.

"No way!" She growled in disbelief. This was a prime example of Murphys law at work.

"I cant let Ultor destroy those innocent beings! Looks like I'll have to aim it myself." She said to herself as the moment of truth arrived. She launched the bomb and pulled up, the almost red hot control stick burning her hands as she yelped in pain. Slippy watched as the bomb slipped into the bowels of the ship, columns of fire then bursting from inside the armor of the ship as it gave into the stars massive gravity. The red energy surrounding the battlefield flickered and disappeared.

"Krystal you did it!" Slippy said happily as he and Panther chased after her as the rest of the stream of radioactive star material was swallowed up by its owner.

* * *

"The shield is down? All Starwolf members, retreat to the Black Wolf immediately!" He radioed as he abandoned the remaining Mercs and the StarFox team.

"Wolf you coward! Don't you have the spine to clean up your own mess?!" Fox yelled as he watched the engine light of his Wolfen IV fade into the distance.

"I'm merely making the best decision for myself and my men. If you were smart, you would do the same."

"Not a chance Wolf! I'm not leaving those innocent people at the mercy of Ultor." he said, though Wolfs words impacted him in a way he hadnt expected. Was he really prepared to sacrifice his entire crew for one underdeveloped planet?

"Suit yourself Fox, but as I'm sure you will soon find out, nobility is highly overrated."

* * *

"What do we do now?" Banjo asked as the remaining mercenaries and his friends stood on the ramparts of the newly constructed walls of Showdown Town.

"We wait. If Ultor is coming, they'll let us know." Covo answered.

Trophy Thomas clutched the laser rifle close to his chest, his red glasses sliding down his face every now and then due to the heat of the day, his hair now more than messed up, a thought that he managed to push to the back of his mind for the time being. He'd never hurt anyone before, let alone killed anything. Heck, the only thing anyone in Showdown Town had killed was Grunty's pesky rogue robots. The only experience anyone had with these weapons apart from the mercs was Banjo, and that experience was earned only a few scant hours ago. His normally boastful demeanor was still intact, though obvious to those who knew him, veiled in fear.

"Hey Banjo, I bet I can shoot more guys than you can." He challenged.

"I hope so. We're pretty badly outnumbered." Covo answered for the bear, who was lost in his own thoughts.

Kazooie held a grenade egg, ready to throw at the first sign of an invasion. Through all the fortifying, she hadnt had time to tell Banjo of her own little adventure, or the feelings she discovered along the way. She hoped that she would get the chance, but things didn't look good at the moment. She looked over to the blue eyed honey bear, his expression carefully masking the apprehension that ran rampant through his mind. She opened her mouth to say something but before she could, the red sky everyone was used to suddenly disappeared, revealing the normal blue.

"What happened?" Humba asked.

"The energy shield...its gone." Covo said curiously.

"It must have been StarFox!" Banjo said happily.

"Well, that's a step in the right direction." Covo said optimistically.

* * *

"Guys, StarWolf and the rest of the mercenaries bailed, its just us against the entire fleet." Fox said as the rest of the team landed back on the Great Fox. Once he had gathered them all on the bridge, he informed them of his plan of action, as influenced by Wolf.

"There's no way we can do anything but get killed. I know its not like us to do this, but I think we need to leave." Fox said, ready for whatever reaction would come of his crewmates. But surprisingly no protest came, save one.

"What?! We cant just leave!" Falco said, which was a surprise to everyone.

"Falco, there's nothing we can do. You saw the size of their fleet." Katt reasoned, grabbing his arm comfortingly.

"No! I'm not leaving Banjo and his family to those Ultor bastards! I know I don't usually care about the clients or the places we go, or give any thought to the people we kill, but I know the ones down there, and I know for a fact that they don't deserve what Ultor is going to do to them. You can leave. But I'm going to defend those who defended me. If you've got a conscience, you'd come with me." He said pulling his arm away from Katt and walking back toward the armory.

Fox sighed and put his hand over his eyes and rubbed them.

"I guess we cant leave without him can we?" He said following Falco to the armory.

"So you decided to join me." The falcon stated flatly.

"Yeah, for once it was you who had to convince me to do the right thing. Imagine that." Fox said sarcastically, reloading his weapons onto his Arwing while R.O.B. repaired the damage inflicted by his encounter with one of Combaticus' missiles.

"Heh, dont get used to it. After we do this I expect us to stop at a bar so we can forget all of this." He said with a slight smile.

"Yeah, and I expect _you_ to pick up our tab for me risking the entire team for this girl you shacked with." He said attaching heavy hoses and fuel lines to his ship.

Falco was dumbfounded. How on earth did Fox know what he did?"

"How the...how did you..."

"Please Falco. I know you better than you do. You'll shag any woman you think you have a chance with, which by the way is just about every one you've met. If the Arwings had skirts on them, I'd have to lock the hangar!"

"Be that as it may, that's not the only reason. Banjo and the rest of his family took care of me after I crashed. They're really kind-hearted people, which is rare in this galaxy." He said as he waited for his older model Arwing to finish refueling.

"Geez Falco that planet has really softened you up huh?" He teased.

"Shut up Fox-" Falco and Fox were both thrown to the floor as the Great Fox rocked violently. The lights dimmed and flickered before returning to normal, as Fox got to his feet and dashed to the intercom.

"Peppy what the hell was that?"

"Its Ultor, Fox! They're using suicide droids to crash into us! We wont last out here much longer!"

"Take her to the surface! If we're going to fight them, it'll be on our terms!" Fox ordered as Peppy tried his best to outrun the nimble, explosive filled droids buzzing close behind the ship.

* * *

"Have the ground forces been deployed?" Mr. Spektor asked the bridge.

"Aye sir, they await your command. Shall we attack?"

"Yes, tell them to take no prisoners."

* * *

Banjo's rifle grew wet with sweat from his paws as he gripped it ever tighter, the familiar rumbling of ships entering the atmosphere greeting his ears.

He saw the fleet of about twenty mid range ships crash into the dirt a few hundred yards from Showdown Town. Out of the smoldering craters climbs lots of soldiers, though they were only small, indistinguishable specks at that distance. Covo produced some binoculars and examined the troops.

"Looks like a black ops team."

"A what?" Banjo asked.

"A highly trained secret paramilitary force. Any interplanetary conglomerate worth its salt has one. Take a look." She said handing the bear the optics.

He saw unrecognizable creatures, their features hidden by a gas mask and helmet, and covered fully by body armor all the way down to their combat boots.

"Well? What are they?" Kazooie asked, impatient to meet her enemies.

"I don't know. All I can tell you is they walk on two legs, and don't appear to have tails." He said as the invaders began their trek toward the city.

"Get down behind the wall!" Covo ordered as they all ducked down.

"When I give the word, shoot as much as you can in their direction." She said, which was pretty much all the native residents could do with thirty minutes of laser rifle training.

After seeing the relatively low number of troops, hope began to rise inside the chimps chest as she calculated the odds in her head.

'We might just come out of this thing in one piece.' She thought just as another boom signaled the arrival of another spacecraft. She peaked her head out from behind the rampart just in time to see the Great Fox land on the rubble of the Lord Of Games factory. At the bottom of the pile of debris, a few small stones tumbled out to reveal the skull of none other than Gruntilda the witch.

"At last, I'm free from that rocky jail! Though at a snails pace, I finally made bail!" She sqwauked, looking up to see the bottom of the Great Fox.

"What is this thing, blocking my sun? I need a tan, this is no fu-" But before she could complete another awful rhyme, the entry ramp of the Great Fox smashed her into pieces in the split second it took the ramp to deploy.

'And now we've got reinforcements? Great!' She thought as she watched a fox, feline, vixen, hare, toad and falcon walk down the ramp.

As soon as she was at her most confident, another rumble caused her to look skyward once more.

"Oh no." Slippy said as he recognized the outline of Combaticus as it landed on its feet with an earth shaking thud.

Covo's confidence sank like the Titanic as she gazed up in fear at the massive battle mech.

"Fire! Fire everything!" She ordered in a knee-jerk reaction.

Everyone on the ramparts began firing into the group of soldiers, who tried to take cover and fire back.

"Get to the hangar, we have to take down that robot!" Fox said as they all retreated into the ship and reappeared in their Arwings.

Banjo stared in disbelief at the size of the metal behemoth bearing down on them.

"Bear! Come with me! Mumbo has just what bear need to beat giant robot!" He said noticing Banjo's fearful stare.

He followed the shaman down to his partially demolished shop. Inside the garage, Mumbo pulled a sheet off of a lever in the floor.

"Bear, do you know what best item to fight giant robot?"

"No..." He said cautiously.

"Another giant robot!" He said pulling the lever, making a large elevator with a battle suit standing on it raise up from the center of his garage. When the elevator reached its full height, it burst through the roof of the former shamans shop.

"Mumbo...when did you build this?" Banjo asked dumbstruck.

"What you think I do for two years? Originally, I plan to use to smash stupid Humba's blueprint stand, but this seem like more noble purpose."

Banjo's daze was interrupted by a muffled explosion from outside.

"Dont just stand and gawk bear! Get in metal suit and kick corporate butt!" The shaman commanded.

The honey bear climbed into the open cockpit in the chest of the robot and tried to remember how Mumbo's vehicle controls were wired.

Banjo put his arms and legs into the sleeves that controlled the corresponding robot limbs, and Mumbo activated the less sophisticated mech.

The bears first move was to stumble out of the garage, demolishing it completely.

"Sorry Mumbo!" He called from the stumbling robot as he walked (more like staggered) toward Combaticus.

"Ahh, a challenger appears!" Mr. Spektor said as he spotted the rickety looking robot. Banjo carefully stepped over the walls and its defenders and looked at the opposing robot.

"This ends here! Leave my planet alone!"


	21. Chapter 21 Downfall Of Us All

**CHAPTER 21-DOWNFALL OF US ALL**

"Ha! What in Gods name is that thing?" Spektor laughed as he took in Banjo's battle suit. While it was nowhere near the high tech death machine his was, it still managed to be around the same size, though lacking any built in weapons, save the jet packs on its back.

"Its the thing thats going to kick you off our planet, for good!" Banjo answered sharply.

From behind, the formation of the StarFox teams Arwings came into view, strafing the massive robot with laser fire as it merely bounced off of the exterior shield.

"Is that Banjo?" Fox asked looked toward the less intimidating looking mech.

"I think it is! He's going to get himself killed in that thing." Krystal said as they entered all-range mode.

"I don't know, Kazooie said he was a pretty competent pilot. I think he might surprise us."

"Well as long as he doesn't crash into anything, I think he's got the edge over you Falco." Slippy teased.

"Very funny."

Peppy sat on the bridge of the Great Fox parked behind the walls of showdown town. He had gotten out of the business of flying, but at times like this, he still had that adventurers yearn for excitement and action. He looked to the corner of the room where Slippy had laid a spare rocket launcher. He grinned like the young hare he used to be as he threw it onto his shoulder, grabbing as many rockets as he could carry and walked down the ramp to the battle taking place in Showdown Town.

"Looks like you guys need some bigger guns!" He said climbing up the wall where the others were fighting the invaders to a stalemate.

"What could an old timer like you possibly know about big guns?" Kazooie mocked.

"Watch and learn young blood!" Peppy said looking through the electronic eyepiece of the shoulder fired missile launcher. With a satisfying 'ping' it locked onto one of the ships the soldiers were using for cover. Fire roared from the back of the tube as the missile streaked straight up into the air about 200 feet. Once it reached that height, it plummeted towards its target, detonating into a towering ball of fire, throwing the hiding troops into the air and onto the ground.

"Not bad gramps, but you've still got a lot of killing to do if your going to catch me!" Trophy Thomas yelled over the zap of lazers.

"Yeah, what are you up to now, two?" Kazooie asked, hurling a fire egg at a soldier foolish enough to charge the walls.

* * *

"Your planet? Ultor owns this planet now." Mr. Spektor said in his normal calm demeanor.

"You cant own planets! It belongs to those living there!"

"Hm...I beg to differ!" He said as the hands of Combaticus formed into glowing blue plasma cannons.

Banjo's eyes widened as he saw the ball of blue energy racing toward him. He awkwardly stumbled out of the way as the laser blast crashed into a building behind him.

The honey bear grabbed a metal support beam from the rubble below him and hurled it at Combaticus. It merely deflected away on its shield as so much else had done that day.

"Why dont you stop hiding behind your shield and fight like a man!" Banjo demanded as the StarFox team regrouped for another pass.

"I'm a reasonable lion, I suppose I could lower the shield. But only if you call off your pesky mosquitoes."

"Fine."

"Falco, I need you guys to return to the Great Fox."

"And leave you alone with him? Banjo, he'll tear you apart!"

"I know what I'm doing, just trust me!" He said.

"Ok. Fox, Banjo wants us to head back to base. He's going to fight this thing alone."

"What?!" came over Falco's radio from each squad member in unison.

"He's got a plan, now lets go!" He ordered leading the way.

"Ok, they wont be bothering us anymore. Now lower your shield."

"Very well." Mr. Spektor said as the glowing blue aura faded into nothing.

"Now, what say we begin!" The lion roared deploying his sword and charging at Banjo. He was quick to dodge his slice as he picked up an 'I' beam from the ground and rocked the side of Combaticus' head with it, nearly toppling the metal beast.

Spektor countered with an uppercut, sending Banjo's giant metal frame dangerously close to his allies on the walls.

Banjo opened his eyes to see Combaticus heading straight down on top of him, plasma sword ready to cut him in two. He rolled swiftly out of the way as the mighty robot cut a huge rift in the dirt. He was quick to recover as Banjo grabbed a leg of his adversary and yanked it off balance, then spun around with him as if he were a shot-put before releasing him to crash through three buildings before resting on the remains of L.O.G.'s factory. Banjo followed up by grabbing a sharpened piece of twisted steel from the ground, and attempted to drive it straight through the robots chest, where the lion controlling it lay. Spektor caught the edge of the steel spear and held it feet from his protective metal shell as a battle of strength ensued. After much grunting and growling by both parties, Combaticus finally was able to throw off Banjo, readying his plasma sword once more.

Kazooie had all but stopped fighting as she watched the person she cared most about in the world fight a giant robot to save all of their lives.

'Banjo...I swear if you die I'm going to kill you!' She thought.

"I must admit, you are better than I expected, but your inferior technology will be the downfall of you all!" He said grabbing the arm of Banjo's mech and subsequently cutting it off.

'Crap! Thats ok...Thats why I've got another...' He thought stumbling backward as Spektor threw the robotic severed arm to the ground.

* * *

Fox and the rest of his team ran down the ramp of the Great Fox with various weapons as the headed towards the wall to reinforce Covo and Banjo's friends position, but were quite surprised when they saw who was amongst the soldiers.

"Peppy? You're fighting?" Slippy said in honest shock.

"I couldn't just sit around while you young guys had all the fun!" He said firing another rocket into a crowd of oncoming soldiers.

"Falco! We could use a sniper, get in position!" Covo ordered as she noticed what the bird was carrying.

As luck would have it, the best position to snipe from was the one right next to Kazooie.

"Fancy meeting you here."

"Now is not the time buzzard." She said throwing grenade eggs.

"No need for barbs, I'm just glad your ok." He said sarcastically, setting up the bipod to his high powered laser rifle.

He was soon taking down targets left and right as he continued to talk to his former lover.

"You told Banjo you love him yet?" He said as he released a laser into an unfortunate soldiers head.

"No, I haven't had time."she said lobbing a fire egg into a group of hiding soldiers.

"Haven't had time, or haven't had the guts?"

She glared at him then went back to her fight.

"Shut up bird brain, I'll tell him as soon we save our planet!"

"I'm usually not a pessimist but Banjo's robot seems to be losing." He said firing another laser from his weapon.

* * *

"Well, this is hardly a fair fight now. Tell you what, to make things a little more even, I'll cut off my own arm." He said, severing the arm which was currently a plasma cannon.

"There. Fair and square now, yes?"

"You still have a sword." He panted.

"True enough. Ahh, here we are..." He said grabbing a thick piece of metal support beam. Using his plasma sword, he shaped and sharpened it into a recognizable object.

He threw it to Banjo, who caught it and swung it around a few times.

* * *

"What are they doing?" Krystal asked, noticing the giant robots were no longer fighting, and merely facing each other, one having just removed its own arm.

"Me not know...must be part of Bear plan..." Mumbo said noticing this as well.

"Pfft, some plan. If I were in that robot, that guy would be toast in five minutes at the most." Trophy Thomas said as anyone in earshot rolled their eyes.

* * *

"Now, shall we begin?"

"Lets do it."

"Of course you realize this is a death match?"

"Yeah. I know."

"Good." And with that, Spektor engaged his rocket boots and dropped his shoulder straight into the chest of Banjo's robot, coming dangerously close to crushing him as he tumbled over the rubble of the remains of Showdown Town.

Thinking quickly, Banjo raised his sword above himself and blocked the follow-up strike he knew was sure to come.

He bought enough time to get to his feet and slash at Combaticus, only to be blocked again and again by Spektor's mastery of sword play, even in a giant robotic exoskeleton.

Combaticus struck another blow, flinging Banjo and his mech onto its back, and causing its massive sword to go flipping away from him.

Spektor calmly walked up to his defeated opponent and held his sword so close to Banjo's body he could feel the heat radiating from it.

* * *

"Banjo! No!" Kazooie shouted toward the distance as she witnessed her honey bears fall.

* * *

"You really thought you could best _my _swordplay? How on earth did you plan to win?" He laughed amused.

Spektor saw a smile creep onto the bears face as he tried to think of why someone who was about to die would have a reason to smile.

"Cheating!" He had knocked Banjo back toward where Spektor had removed his plasma cannon, which had been overcharging since he had removed it. All it would take is an electric jolt to fire it, which is exactly what Banjo had.

He quickly grabbed the arm and jammed the severed end into his own mechs tangle of wires were its arm used to be. The electricity surged through it and released the blue ball of superheated light right into the chest of Spektors robot.

Spektor however was not about to be killed in such a manner, for as soon as he had seen Banjo grab his cannon, he initiated the ejection sequence, his escape pod rocketing out of the head of the robot and into orbit, just before the plasma tore through were Spektor had been only seconds before.

* * *

Cheers were heard throughout Showdown Town as Combaticus fell in defeat at the feet of Banjo's mech. He raised the only remaining fist in the air in victory as he watched the escape pod leave the sky.

But all was not well, as Slippy would soon inform him.

"Banjo, I'm reading high radiation levels coming from your position, is everything ok?" The toad asked on the field radio as Ultor's forces began retreating.

"Everything's fine, Spektor just left with his tail between his legs!" He said happily.

* * *

"You may have won the battle, but I'll win the war!" Mr Spektor said, pressing a large red button with a mushroom cloud depicted on it as he rocketed through space toward his flagship.

* * *

"I just got a huge radiation spike! Banjo, that other suit is a bomb! With those levels of radiation it appears to be...over twenty kilotons..." Slippy said dropping the handset as the others gathered around him.

"Twenty kilo-whats? What does that mean?" Banjo radioed back.

"That means unless we can get one hundred miles away in under forty seconds, we'll all be radioactive vapor..." Slippy radioed back.

Banjo stared down at the damaged remains of Spektors battle suit. He thought of how he raised his little sister...her first steps, her first words, all the scraped knees and colds he cared for while he was just a cub himself. He thought of the night he met Kazooie, and the all the adventures the two of them had gone on. He thought of all the friends he had made in Showdown Town, and all the innocent residents that didn't deserve to have their homes and lives leveled in a nuclear blast. It was then, he came to his solution.

"Mumbo, does this cockpit go underwater?" He asked over the radio.

"Yes, just pull lever on bottom left."

"Then it should be fine to go into space right?" He asked.

"Technically Mumbo guess it could-" He was cut off by Kazooie snatching the radio away from the shaman.

"Banjo I know what you are thinking about doing, don't you dare!"

"Kaz, I'm the only one who can get this thing away from here in time! Don't make this any harder than it has to be!" He said as glass panels sealed themselves around his cockpit, and he grabbed Combaticus by the arm and engaged the rockets, taking off after Spektor.

"Dammit Banjo! Everything we've ever done will be for nothing if you do this!"

"Shut up Kazooie, you know that's not true! I'm doing this because I'm not going to let you, or any of my friends get hurt! So you and Tooty can go back to living a peaceful life and not have to worry about this kind of thing happening again!"

There was silence as the Breegull looked up and followed the trail of smoke with her teary emerald eyes.

"I guess you arent coming back huh?" She asked through sobs, the mood around the wall going from celebratory to solemn in a moments notice.

"No..." He said, fighting back tears of his own.

"I...I love you Banjo..."

His heart froze when he heard those words. He had waited so long to hear them, that he was completely unprepared to respond. He went with the simplest answer as the stars of space filled his canopy, his tears now floating in front of him instead of down his cheek.

"I love you too Kazooie."

That was the last transmission Banjo would send back to his planet as he focused on the task at hand. He saw the largest ship in the space fleet ready to accept a small escape pod directly in front of him. He kicked on the afterburners as he streaked within blast range of Combaticus' self destruct nuke.

"Hey! I think you forgot something on my planet!" He shouted as Spektor turned his pod around to his horror to see the injured mech carrying the crippled form of his own straight towards him.

Banjo closed his eyes as he neared the Oblivion.

'Any second now...' Banjo said, as calm as he had ever been, his thoughts centered on one Breegull, bringing his last smile to his lips as he sailed closer.

A blinding flash of light was seen by all eyes in the Ultor attack fleet, followed by the sight of the Oblivion, ripping in two pieces. Ultor had been defeated.

* * *

From the wall, all eyes were on the sky as what appeared to be a daytime star appeared, then fizzeled out into blue just as it had come.

Kazooie could do nothing but stare at the sky in disbelief and utter shock. This was soon replaced by overwhelming sadness as the covered her face with her wings and dashed off of the wall, tears streaming down her face. Her honey bear, was gone.

**This isnt over yet! **


	22. Chapter 22 The Departed

**CHAPTER 22- THE DEPARTED  
**

Falco knew it was best to let Kazooie be alone for a while as he watched her disappear behind the ruins of the towns shops and homes, a small trail of dust kicked up by her talons was the only trail left when she was out of sight.

Fox bowed his head, grabbing the handset of the radio to administer the traditional mercenaries last rites, broadcasting them across the universe. The noble bear had fought and bled with them, and even sacrificed himself to save the lives of a group of relative strangers and former invaders. It was a true testament to Banjo's heart of gold. As Fox began, the rest of his team joined in.

"When Banjo gets to heaven, to St. Peter he will tell; Another merc reporting sir, I've served my time in hell." Fox dropped the handset and leaned against the wall, Krystal resting her head on his shoulder sadly. Falco was on a whole other level of concern, not only for Kazooie, but also for Banjo's little sister. How on earth were they going to break this to her? How would she take it?

* * *

"Mr. L.O.G.?"

"What is it Jenny." He said from his desk in the ninth dimension, one of his favorite places to get away from the hustle and bustle of his factory. This however was not a holiday. He was here because he was absolutely swamped with the summer game releases. The omnipotent computer leaned back in his chair, exhausted.

"The buckets of cocaine over at Bungie studios are running low."

"Ugh...Tell them to release more Halo Wars downloadable content!" He snapped, tired of having dealt with all manner of video game developer problems in the preceding weeks.

"I'm calling it a day, clear all my calls, I'm heading back to the factory." He said opening a portal back to Showdown Town. He stepped through the portal and was spat out at the foot of his factory, which currently had a spaceship parked on top of it.

He stared at his demolished factory for a few seconds before turning around, expecting to see a bustling city skyline, but instead saw a smoking, twisted wreck of a ghost town. Almost every building was reduced to smoldering ruins, and the pristine hills he had created outside the city were now littered with the debris of fallen spaceships. The right pong paddle that was his eye began to twitch, flickering up and down before he released his feelings.

"WHAT THE HELL!? I leave for a few weeks to restart production on Duke Nukem Forever and THIS is what happens?!" He said shouting to no one. He spotted creatures on a hastily built defensive wall. He instantly teleported to the group of remaining soldiers, confronting Humba, Mumbo, and Trophy Thomas.

"What in my name happened to my factory?" He said, regaining his cool.

"L.O.G.? Where have you been all this time?" The Tigercat asked, attempting in vain to fix his hair.

"Business. I leave town for three weeks and I come back to find it completely destroyed!" He said noticing the other creatures on the wall that didn't belong on this planet.

"StarFox? What are you guys doing here? This isn't anywhere near where you are supposed to operate."

"How do you know who we are?" Fox asked, finding it strange that a floating computer in a purple robe knew their names without introductions.

The Lord of Games let out a deep sigh and shut his eyes before addressing the soldiers.

"Wait, this is driving me crazy." He said as he turned to his factory. He snapped his fingers and two balls of purple light began wrapping themselves around the rubble as it began to reform itself into the familiar factory, and parking the Great Fox in the town center.

"Now, I'll take you to my office, we can sort this out there." He said teleporting them all into his grand office. It consisted of a large room, so large in fact that it seemed too big to fit inside the factory. The ceiling was vaulted, fifty feet high, with a mural of the L.O.G. on a cloud, touching the finger of Mario on the opposite cloud. (A parody of the painting on the Sistine chapel, in case you didn't catch were I was going with that.)

L.O.G. sat down in the high backed leather chair behind a modest desk, which sat in front of a large window, the blinds on which were closed, and looked to his guests, who all seemed to be frozen in place.

"Oh, right." He said unpausing them.

After allowing them a few moments to take in there surroundings, he cleared his throat, drawing their attention back to himself.

"How did you rebuild that building? What is this place? Are you some kind of wizard or something?" Fox demanded of their captor.

"I believe introductions are first in order. I am the Lord of Games, creator of all worlds, characters and plots, both good, and bad. You are all my creations, and you are my children...in a sense."

The StarFox team was absolutely dumbstruck.

"So...you're God?" Falco asked confused.

"To you, yes. But fear not, I demand no sacrifice or religious following. As a matter of fact, once I set my creations on their path, I mostly try to stay out of the way. Unless of course I feel the urge to intervene, which has only happened once, mind you."

"Now then, before we begin, let me find your files..." He said opening the only drawer in his desk, removing the exact folders he needed on the StarFox team. He laid all five folders on his desk as he thumbed through Falco's.

'Mr. Lombardi has had quite an unfortunate childhood...Fox's is none better...' The supercomputer thought as he finally set the files back in his desk.

"So...Who wants to tell me why the town I built is destroyed, and there are space ship parts scattered all over the planet?" He said seriously.

The group stayed silent in the face of their creator, either frozen in fear or still debating weather or not this computer was actually who he claimed to be.

"I'll do it." Falco said stepping forward. He took a deep breath and regaled the omnipotent computer with his encounter from the moment he crash landed, to the very moment he entered the room, with the blank spaces filled in by Fox.

An hourglass appeared on the screen which normally displayed L.O.G.s face for a few seconds before returning to normal.

"So...Banjo sacrificed his life to save you?" He asked.

"Yeah...To be honest, I still cant believe it..." Falco said.

"Bear very brave. Die honorable death in combat." Mumbo added, Humba and Trophy Thomas nodding.

"Indeed...He was the model good guy wasnt he?" L.O.G. said standing up from his desk and going to his window.

"That is all I need from you, you are dismissed." He said teleporting StarFox back to the Great Fox, and sending Covo and her remaining forces back across the galaxy where they belonged.

"Uh...what just happened?" Slippy asked.

"I don't know..." Krystal said, just as confused as the rest of them.

* * *

Impossible. He couldn't be gone, he just couldn't! After years of that inept witch's attempts to kill him, he was finally done in by some space businessmen? She couldn't believe it, thought the tears cascading from her eyes would lead one to believe that she did. She had ran out of showdown town, and into the surrounding hills, the ruins of the town barely visible as it was obscured by smoke still rising from the rubble. The sun cast an orange glow across the sky as it turned the clouds purple, the remaining blue in the east retreating into the darkness of the night. The Breegul sat on the hillside, her back against a large oak tree. The breeze flowing softly through her feathers as the beauty of the sunset only brought her pain, herself realizing that she would never see another one with Banjo by her side again.

She thought of Tooty...the innocent cub who did nothing to deserve the loss of her big brother. How was she going to tell her that she would never get to hug him again? That he would never be able to tuck her in at night, or be there for any of the milestones of her life? The pain merely grew as the worry mounted, one problem after another. It was as if she had died along with Banjo. What did she have now? Her life with him was all she knew, she had never begun to consider what it would be like without him. As soon she had this thought, she witnessed a purple glow come from Showdown Town. L.O.G.s factory began to rebuild itself in a matter of seconds, which gave her an idea, one last desperate attempt to wake up from this nightmare. She took flight towards the factory as fast as the air would allow her to move.

She burst through the front door of the factory and into the L.O.G.s office. The back of his chair was to her as she rushed in across the long walk from the door to his desk.

"You know, I hate to see you so upset Kazooie..." He said without turning around, herself only halfway to him.

She stopped at his desk as he turned to face her, her green eyes still slightly red and moist from her tears.

"So you know what Banjo did..."

"Of course I do." He said calmly.

"Then bring him back! We brought goggle boy back from the dead!" she snapped, her emotions already exhausted from the days unfortunate events.

He had a feeling that this is what she had come here for. This would not go over well.

"That is quite impossible I'm afraid." He answered sadly.

The breegull pounded her wing on the desk in front of her in frustration.

"Why the fuck is it impossible?! You're supposed to be the Lord of Games! I thought your powers were limitless!"

L.O.G kept his cool expression as he addressed the hysterical bird.

"Firstly, while it is technically possible, Bottles body was still intact. Banjo's is not, and even if it was, I still wouldn't do it."

Kazooie was at a loss for words. How could the creator of everything be so heartless?

"You monster...how can you sit here behind your desk knowing that an innocent bear cub is without the one person she loves most in the world, when you have the power to bring him back to her!?"

"Banjo isn't the only person Tooty loves. Don't forget who else helped save her from Gruntilda." He said referring to her as he rose from his chair.

"I want to show you something Kazooie..." He said walking the few feet to the curtains behind his desk where the large window was covered.

She followed him, still angry over his decision, the scowl on her face directed soley at the omnipotent computer.

He waved his hand and the curtain opened, revealing millions of galaxies, trillions of stars and planets, all in constant motion in an endless ballet of gravity.

The Breegull gasped softly as she tried to take in what was before her. "What...what is this?"

"This is all that I have created. All that is, and all that ever will be is before you. It is the universe, in its entirety."

She had to look away, it was just too much for her mind to even try to comprehend at once.

"You see Kazooie, I have worked for countless eons perfecting what you see. I've failed more times than is possible to count, but eventually, I balanced everything perfectly. One of the staple things balancing the universe, is death. To undo death, would merely delay the inevitable. The way Banjo died was the way he was always meant to." He said, still basking in the glow of his creation, Kazooie shielding her face with her wing.

"But we revived Bottles! Why didn't you have a problem with that?" She asked impatiently.

"That's exactly the reason. Because _you _revived Bottles, without help from myself. I don't intervene with those kinds of matters."

"But you made Banjo and I go through that stupid contest to get Spiral Mountain! You didn't seem so keen on your 'hands off' credo then!"

L.O.G. noticed the Breegul hiding her face, so he closed the curtain.

"Its not easy being God Kazooie. Even I, am not perfect. Though my powers are great, I cannot go about answering every prayer that comes my way. People would become dependent on me and not themselves. However if I ignore them, they will no longer believe I exist. It is a fine line." He said sitting back down in his chair.

"How can you not be perfect? You're the Lord of bloody Games!"

"It is you who defines perfect. The word means whatever you want it to mean. In any case, you should not think of Banjo as 'gone'. I know he was close to you, but all matter in the universe cannot be destroyed, it merely...changes forms. His energy, his spirit, his love, is all around you, even as we speak. Now as much as I'd rather continue this discussion, I believe there is someone who is still unaware of their dear brothers sacrifice." He said solemnly.

Kazooie's heart sank as she realized who he was talking about.

"I...I cant face her...not after I promised to bring him back safely." She stammered, her tears threatening to return.

"She has a right to know. It is only proper that it come from you. You are family, after all." He said, reminding her that she was all that the little cub had left now.

She nodded, knowing he was right as she strode out of the factory.

**a bit O' humor at the beginning, but prepare for sadness!**


	23. Chapter 23 Twenty One Guns

**CHAPTER 23- TWENTY ONE GUNS PT.1  
**

Falco leaned against the wall of the factory after he had seen Kazooie enter, hoping to get a chance to talk to her as she left.

She came through the door more softly than she had entered, slowly trotting out, unsure of where to go, or what to do.

"Kazooie? Are you ok?" He said walking up to her from his folded arm lean against the outer wall.

She gritted her beak as she fought back the tears from earlier. She didn't turn to face him as she answered.

"I lost the only person who could ever love me as much as I loved him. What do you think?" she attempted to snap, but only came off as a sob.

"I'm sorry...I know he must have meant more to you than I could imagine, but we both know what its like to lose a loved one, and there's one person who is going to need you to be strong for her." He said.

'Why does everyone keep reminding me of that?' She thought.

"I know...I just don't know what to say to her! I...we promised to bring him back!" She said, recalling what they had said to the cub before they had left in the first place.

"Yeah...I'll go with you if you want...I know this is all my fault anyway. If only I had been more alert when I was fighting Leon, none of this-"

"It wasn't your fault Falco. I talked to L.O.G. He said that was the way Banjo was destined to go. So don't think of it like that..." She whispered through tears as she finally looked him in the eye.

Falco sighed as he ran his hand through the feathers on his head.

"Then I guess we should get to Bottles house huh?"

With that, they set off for the moles house.

* * *

Fox sat at the bridge of the Great Fox, still trying to take in all that had happened in the past few hours. Banjo had saved them all, they owed him their lives. It was then that Fox decided to hold a memorial for him. Though there was no body, they could fill the casket with personal effects like most funerals for those lost to the vastness of space as he was. L.O.G. appeared behind him and spoke of his plan, while it was still in his head.

"That's a wonderful idea Fox." He said, startling the StarFox commander out of his chair.

"Oh...you mean the memorial?" He said facing the computer.

"Yes. He was beloved by many on this planet."

"We owe him that much at least..." He answered.

"There is a place fitting for such an event. Its called the Jiggy Temple. I will announce it to the townspeople, and will set it for tomorrow." He said vanishing as quickly as he had appeared.

About an hour after his conversation with his creator, he heard a knocking at the entry ramp to the Great Fox.

He went to the door and was met by the entire population of Showdown Town, who hadn't even had time to scrub the dust from the mines from their hides.

"Um...Hi." He said, not sure what they were here for exactly.

"We heard what Banjo did for us." A Rhino in the front row said.

"And then L.O.G. told us you were planning a memorial for him, so we wanted to offer our help." A female pig said from the back.

Fox couldn't believe it. All these people put rebuilding their lives on hold just so they could make sure Banjo got a fitting send off. He was much more beloved than Fox had originally guessed.

"In that case, we have some work to do. Who can take me to a place called the Jiggy Temple?"

* * *

Kazooie and Falco stood outside Bottles door, both frozen with apprehension. No one in the house knew what Banjo had done, so they would be breaking it to their whole family.

"Falco...I cant do it!" She said taking a step back, to which he immediately reacted by grabbing her hand in his own.

"Kazooie! I know its hard, but you have to do this! For Tooty's sake." He said looking her in the eye, a serious face masking his own terror at facing the child with a broken promise. Maybe Fox was right...maybe this planet had changed him.

"Banjo would do it for you." He said softly in the most comforting tone he could manage given the circumstances.

She nodded and reclaimed her step toward Bottles door before knocking on it.

After what felt like a hundred years, Bottles opened the door, happy to see the two of them.

"Kazooie! Glad to see you back in one piece! You too Falco, come on in guys!" He said as he let them in, Kazooie having done a good job of hiding the aftermath of her earlier tears.

They came in and stood in his kitchen while Ms. Bottles made dinner and her two children played in the living room.

"You guys ok?" Bottles asked noticing their nervous body language.

"We need to tell you guys something...its probably not the best idea to have the kids hear it from us." Falco said, turning Bottles expression from slight amusement to concern in no time flat.

"Take the kids to their room dear." He said over his shoulder as she abandoned the stove and herded her children into their rooms amidst a flurry of 'why's and 'what for's'.

"What is it?" He asked as he sat at his table, Kazooie sitting as well but Falco remained standing, his arms folding in his normal fashion as he leaned against the wall.

A few seconds of silence passed, before Falco realized Kazooie wasn't going to say anything.

"Well...its about Banjo..." He said softly.

"Is he alright?" Bottles asked reflexively.

Falco opened his mouth to continue, but say Kazooie raise her wing to silence him.

"No...H-he's not...He's gone Bottles..." She said slowly. The mole couldn't believe his ears. He prayed that this was some sick practical joke, that Kazooie would look up at him fighting to hold back laughter, but her head remained down as he spied teardrops collecting on his table.

Bottles sat at his table for a while trying to absorb their words, but just couldn't.

"Oh...I...What happened?"

After a short explanation, the Mole continued his questions.

"Tooty doesn't know, does she?" he said stumbling over his words.

"No...Thats why we're here." Falco answered.

The mole stood up from his table and walked toward the bedroom where Tooty was staying.

He gently knocked on the door, to which the cub opened.

"Oh hi Mr. Bottles! Sorry I slept so late..." She said.

"Its ok Tooty...Kazooie and Falco are here to see you." He said, trying not to give away the sad news in his voice.

"Really! That must mean all this stuff is finally over!" She said rushing past him as he put one hand on the door frame and one hand under his glasses to rub his eyes. He wasn't looking forward to how this conversation would go.

In the time Bottles had been gone, Kazooie managed to hide her tears as she hugged Tooty tightly.

"So is it over? We won right?" She said excitedly looking at both of them, only to find neither of them answering her seemingly innocuous question.

"Yeah, we won." Falco answered walking up to her and getting on one knee.

"Your brother Banjo...He is the reason we won. I know this is going to be hard for you to hear...but Banjo sacrificed himself to save the planet."

Tooty's reaction was pretty much the same as Bottles as he joined them from behind the cub.

"My...my brother...is dead?" She stammered, tears falling freely from her soft blue eyes.

"Listen Tooty, when I was your age, I had a brother I loved very much, just like you love Banjo. But one day, I lost him. That day, I felt like I died with him, but that wasn't true. He wanted me to keep living, the same way Banjo wants you to."

She took a step back as her face contorted into one of unimaginable sadness, herself beginning to sob as she felt Bottles hand on her shoulder reassuringly.

"He promised me he was coming back! He promised!" She said as walked to Kazooie, burying her face in her feathers, allowing also the Breegull to release her tears which she had been fighting to keep in check since she arrived.

"I know he did sweetheart...I know he did..."

Falco stood back up and took his place against the wall as before. What had he brought on this planet?

* * *

Fox had talked to Jiggywiggy, and he was saddened by the loss of Banjo, but pleased that they had chosen to hold a memorial service at his temple. The townspeople began arranging flowers and trying to salvage what they could for the service, as did the rest of the StarFox team, except for Falco. No one had seen him since he had left the Great Fox a few hours ago.

The interior of the temple was draped in black banners as seating was set up facing the front of the temple. Fox and Krystal stood at the back of the room, looking over all themselves and the townspeople had accomplished in a few hours work.

"This planet didn't deserve this...Damn StarWolf!" He snapped to himself walking out of the temple with his blue vixen in tow.

"You heard that computer, this was destined to happen. Unfortunate, though it was." She said as they strolled in the moonlight back to the Great Fox.

"Where do you think Falco's been?" He asked changing the subject.

"I dont know...I hope he's not taking this too hard."

Fox almost had to laugh at that notion.

"I think he's fine. This is Falco we're talking about." He said as they boarded the Great Fox for the night, and to ready their 'Class A' formal uniforms for the next day.

* * *

After much grieving at Bottles house, Kazooie decided to head back to their house, though even that would be a challenge. All of Banjo's things were still in his room, and throughout the house.

Falco decided to make the journey with them, and to stay at least the night to make sure they were ok.

L.O.G. was waiting for them when they arrived in Spiral Mountain, ready to inform them of Fox's idea.

Just as he'd done with Fox, he had vanished after delivering his message. They entered the house and put Tooty to bed straight away, though the tears in her eyes hadn't ceased since she learned of her brothers fate.

Kazooie and Falco stayed out in the living room, looking for things to fill the casket at the memorial service. A spare backpack and yellow shorts were a given, but Kazooie found something that filled her with both sadness and joy. On his nightstand sat his sharktooth necklace. What it was doing here and not on him she had no idea, but as she held it in the light, she smiled for the first time since early this morning.

"Look...Its Banjo's necklace..." She said as Falco stepped behind her and saw it too.

"I thought he always had it with him..." She added holding it close.

"He must have left it here after he changed into his StarFox uniform." Falco said.

"I dont suppose you're putting that in the casket huh?" He asked, settling in on the chair where he would sleep as she went into Banjo's room.

"No...I'm going to give it to Tooty tomorrow. No one deserves it more than she does." She said.

"Goodnight Kazooie." He said as she slowly closing the door to Banjo's room.

"Goodnight..." She said, crawling into Banjo's bed for the first time in her life. His sheets still carried his scent, which only brought more tears. She wrapped herself in his blankets in an attempt to lose herself, and, if only for a moment, be reunited in her dreams.

**Next up, the memorial, and after that, the FINAL CHAPTER!!**


	24. Chapter 24 Goodbye, Blue Sky

**CHAPTER 24-GOODBYE, BLUE SKY**

**You may be wondering, 'where's 21 guns part 2?' well, i decided to make it just the one part. lol. anyway, after this, Epilogue!  
**

Sleep came in brief intervals for everyone that night, with an hour or two of solid sleep finally coming just as the sun was rising. Kazooie slept in, so did Tooty for that matter. Normally neither of them would have, but given the circumstances, Falco understood. That wasn't to say that he wasn't feeling grief over Banjo's demise, but he had a much better handle on it, which he also thought Kazooie would have after all she had been through. He rose from the recliner Banjo had spent most of his nights while Falco was unconscious and began looking for something to eat.

Looking in every cupboard, he had only come across a half empty box of birdseed.

'Gross...how does she eat this?' He thought to himself replacing it and closing the cupboards he had opened.

'Right, we went to buy more food when all this started...' He remembered walking back over to the armchair, rubbing one hand over the headrest as he looked out of the window onto the rising sun.

By the time Kazooie had come out of Banjo's room, she noticed Falco had disappeared from the living room. She found a note on the table, saying he had gone back to the Great Fox to get changed for the service. She set the letter back down and leaned against the table with a sigh. This would be one of the longest days of her life, that much she was sure of. Kazooie walked softly to Tooty's room and opened the door to find the cub curled up beneath her blankets, the expression of unreal sadness still wore on her young face. Seeing her was enough to elicit more tears as she quietly closed the door and backed out of the room. She went back to Banjo's bedroom and grabbed his shark tooth necklace from his dresser. she re-entered Tooty's room with the intent to wake her. She sat softly on the edge of her bed and began rubbing her back as her eyelids fluttered from thier slumber, revealing the ever present brightness in her eyes.

"Hey kiddo..." She said smiling at her. Kazooie had never realized until now how much Tooty resembled her brother.

"Morning...Kazooie..." She sniffed, still congested from spending the night in tears.

"L.O.G. and lots of other people put a memorial service together in honor of Banjo. Its in a few hours, want to go?" She asked in almost a whisper.

The cub nodded as she pulled the covers off of her and stood up in her nightgown.

"I'll let you get ready. Its at the Jiggy Temple, so we'll need to leave a bit early to get there on time." She said closing the door.

"Oh I almost forgot. I want you to have this." She said holding out the shark tooth necklace to her.

Tooty stared in near shock at the item before her. Banjo never took it off, even when he bathed! How did she get it?

"How...how did you..."

"He must have left it here when he changed into the uniform Falco's friends gave him." She explained. The cub reached out and held it in her paws as she caressed the smooth ivory surface with her thumb.

Kazooie closed the door and sat in the recliner Falco slept in, looking at the pictures on the wall. Her favorite, one of Banjo and herself at treasure trove cove, was hung to the right of his bedroom. Her eyes locked on it as both of their expressions were one of happiness. She would give anything to relive just one more day with him by her side if nothing else, just to tell him she loved him sooner than she had.

An hour or two had passed, and Kazooie knocked on Tooty's door.

"Come in." the voice from inside said.

"Are you almost ready?" She asked as she found the cub at her desk, writing something.

"What are you writing?"

"Something I want to read at the service." She said turning in her chair, the red breegull noticing that she now wore her brothers necklace. It hung about to the middle of her chest as it was big on her. The black dress she wore was so out of character for her style, that Kazooie wasn't sure if anyone would recognize her.

"Really? Can I read it?"

"Sure...don't be too hard on me though, I've never written anything like this before..." She said nervously handing the paper to Kazooie.

Her eyes darted from line to line, only making it halfway before they began to well up again.

"Its beautiful Tooty." She said handing it back

"Thanks. Is it time to leave?"

"Yeah, we better be on our way..." She said sadly.

With that, they took each others hand and stepped outside the door to find L.O.G. and a portal directly to the Jiggy Temple waiting for them.

"No need to fly today." He said as his normal purple robe was now black.

Outside the Temple, many citizens had gathered. L.O.G. parted the crowd as Kazooie and the StarFox team were led in, along with Banjo's friends from previous adventures.

Once inside, they noticed a casket at the front of the room, with large flowers and pictures of Banjo and his friends all around it. The normally gold flags that hung from the ceiling were black in honor of Banjo. One by one, or sometimes in pairs, the mourners filed into the main room to observe the contents of the simple wooden box. Inside it was a pair of yellow shorts, a blue backpack, and a Jiggy. By the time Falco reached it, he had shed a few silent tears, though it was virtually unnoticeable due to the feathers around his eyes. He drew his pistol, and laid it on the backpack. He then tore the StarFox insignia off of his jacket and placed it in as well before taking his seat. After everyone had sat down, L.O.G. floated up beside the display and made a podium appear before him.

"As all of you know, I am your creator. I remember when I created Banjo. Every minute detail...the color of his fur, to the cheery attitude he always sported to the way his hair always stuck out in the front. He was destined for great things, and indeed he proved this to me as well as all of you. Without his sacrifice, none of us would be here today. Banjo had a hard childhood, but when it came down to it, he always made sure his little sister Tooty was taken care of, putting the needs of others far above his own. It is by his example that I hope all of my children will strive to live. Now, I believe young Tooty has something she would like to say." He said motioning for her to come up. The cubs heart was beating what felt like hundreds of beats per minute as she took one of the longest walks of her short life. Once she had reached the podium, L.O.G. took his seat.

"Did you see the frightened ones?  
Did you hear the falling bombs?  
Did you ever wonder why we had to run for shelter  
When the promise of a brave new world  
Unfurled beneath a clear blue sky?  
The flames are all long gone, but the pain lingers on.  
Goodbye, blue sky."

"I wrote that this morning...after I was given Banjo's necklace." She said, showing unparalleled courage for someone of that age.

"I get angry sometimes...I wonder why Banjo thought it would be a good idea to leave me behind...leave all of us behind the way he did but...I know my brother..." She said as tears began to fall freely.

"I know he did it for the good of us all...He is the best friend I've ever had...he raised me since as far back as I can remember. He was everything I could ever ask for in a brother and more. He once took in an injured bird from a thunderstorm, and nursed her back to health. Then he found another one, and did the same. That was my brothers nature, a lover not a fighter. But if I, or anyone he cared about was in trouble, he'd fight tooth and nail for them until he either got them back or...or died trying." She stuttered, those last few words stinging like a thousand angry hornets.

"I only yesterday found out how he died...far above the planet. This can only mean that he's everywhere now. He's all around us, probably watching this right now, wishing we wouldn't cry or feel sad for him. I love you Banjo...and I'll miss you forever..." She said finally giving into the full on sobbing she was barely holding in through her poem and eulogy.

"Is there anyone else who would like to say anything? "L.O.G. asked.

"I would." Falco said standing from beside Kazooie and Fox.

He strode up to the podium, looking sharp in his class A uniform, save for the tear on the right shoulder where his insignia used to be.

"I only knew Banjo for a few weeks. But in those weeks, he taught me more about humility and selflessness than anyone has in twenty four years. He was a true rarity in the galaxy. I've never met anyone as genuinely caring as he was. He took me in after I crashed into one of his friends houses, and kept him from turning me into a frog, I hear." This elicited a few chuckles from the attendees.

"He put me in his bed while he slept in a chair until I recovered . That kind of generosity is hard to come by in my line of work. Before my time on this planet, I was an egotistical jerk, and a prideful, arrogant, ass. To an extent, I still am. But thanks to him, I now have a better understanding of what it means to truly love life the way he did, and to not take people for granted, because you never know when their time will come. Goodbye Banjo, I'll miss you buddy."

Kazooie was too distraught to string words together, let alone speak to the congregation of pretty much everyone she had ever known. With all the speakers done, L.O.G. signaled Fox, Slippy, Peppy and Falco to stand, as they grabbed the handles of the casket and slowly walked out of the temple into another portal L.O.G. had created.

Only the StarFox team, Banjo's family, Humba, Mumbo, Bottles and T.T. were allowed thorugh this one as it took them back to Spiral mountain, just outside their house. A hole had ben excavated, with the equipment to lower the casket down suspended over it.

After they set it down, Slippy, Peppy and Fox grabbed the three rifles they had placed near the site and formed a line.

"Honor guard, atten-huh!" Fox barked as the three of them snapped to attention.

"Ready!" Fox ordered as the held their guns at a forty five degree angle over the casket as it began to lower into the ground.

"Report!" Three bangs echoed through the valley as Falco and Krystal saluted the flag draped box.

"Ready!" He said again.

"Report!" Another volley, heralding the loss of a close friend, and brave hero.

Kazooie held Tooty close as Falco held his salute in honor of the bear who didn't hesitate to save their lives with his own.

After the guns fell silent, L.O.G. removed the flag from the hole and Fox and Peppy folded it accordingly. It was the StarFox insignia flag, the winged fox on a blue background surrounded by stars. Fox knelt down to Tooty's level as he looked into her tear stained eyes.

"On Behalf of a proud team, and a grateful planet, I present you with the Flying Fox, given to all, who die gloriously in combat." He said as Tooty took it, hugging it close as if to never let go.

L.O.G. quickly filled the hole and created a headstone made of simple granite, just the subtle way Banjo would have requested. The super computer then held what appeared like small stars in his hands, arranging them to look like Banjo's face before throwing them up into the heavens. Even thought it was the middle of the day, the stars shone as brightly as ever against the pristine blue sky.

After L.O.G. said his farewells, the only ones left at the house were the StarFox Team, Kazooie and Tooty.

"I loved him...its so much easier to say now...that's kind of messed up huh? Kazooie said to Falco.

"No. Listen, I'm really sorry for all of this. I know Its my fault Starwolf found out I was here and-"

"For the last time Falco, it wasn't your fault." She said looking directly into his eyes to convey her seriousness.

"I just wish there was some way we could get back at those Ultor bastards!" Falco said angrily, to which Fox smiled slyly.

"I think I've got just the ticket. Remember the old bird you flew? Well it used to be a trainer, and what do all trainers have?"

"Canopy mounted cameras! Fox you're a genius!" He said, happy that they had the chance to bring down a multi-system corporation.

"I try. All we have to do is give it to the press, and when people discover how much force they tried to use on an under-developed planet, their stock will tank."

By that night, Banjo's family had gathered on the Great Fox to watch the evening galactic news after they had sent in the tape of the massive fleet battle between Ultor and the mercenaries.

"Tonight, breaking news out of the Omega sector, a small, underdeveloped world rich in Zendium attacked by a massive Ultor space fleet in an attempt to rob the denizens of their potential wealth. What you're seeing is exclusive video of that attack, as the helpless planet was defended by valiant mercenaries. This breaks both the Underdeveloped Planet Isolation act and the Corporate militia act as well. The resulting fines could be in the billions. In trading news today, Ultor stocks plummeted after it was revealed they attacked an underdeveloped world for cheap and plentiful resources. For more we go live to the Ultor press conference." The Giraffe anchorman said as an elderly arctic fox in a suit stood between two large Doberman bodyguards.

"I assure you, Ultor is looking into the tape to asses its validity and possibly to punish those responsible should these rumors be confirmed. Thank you." He said as he bagan to leave amid the roar of the reporters questions and the flashing of cameras.

"I think we did it guys...I think we really beat Ultor." Fox said optimistically as Kazooie and Tooty smiled. The Breegull had one thing come to mind as she watched the report.

'Rest easy Banjo...we won.'


	25. Chapter 25 Epilogue

**EPILOGUE**

The day after Banjo's memorial, Kazooie and Tooty stood outside the Great Fox with the rest of the StarFox team, saying their final goodbyes as they repaired their ship and got it ready to find their next paying job. After the repairs were complete, Falco faced Kazooie and hugged her for the first time.

"I cant thank you enough for everything you've done for me." He said softly so as no one but who was intended could hear. After releasing her, he knelt down to Tooty's level and spoke to her.

"You're going to have to take care of her, good luck." He said smiling as Tooty cracked a smile as well.

"Keep your head up young lady, you've got Banjo looking out for you." He said standing once again.

"Same goes for you bird girl." He said as he swore she wiped a tear away from her eye.

"Yeah yeah...Get out of here already." She said jokingly, the rest of the team having already boarded.

"I'll stop by again if we're ever in the neighborhood." He said as he ascended the ramp. Soon, the blue falcon disappeared inside the ship and within a few minutes, the engines roared to life, and the hulking spacecraft lifted off into the sky.

Tooty and Kazooie waved goodbye as the ship left the atmosphere, wondering what they would do now that their lives had been turned upside down.

**SEVERAL HOURS LATER, AT A MERCENARY WATERING HOLE IN THE LYLAT SYSTEM...**

Falco sat, drunk at the bar alongside Fox as they both glared at the television screen in front of them.

"I cant believe this Fox! Those corporate scumbags!" He said as he pounded a shot of hard liquor, throwing the shot glass to the floor.

"I...I know F-Falco. Its bullshit..." He said as they ordered the bartender to turn the volume up in the noisy dive of a bar.

"...The footage of the Zendium giant Ultor attacking a defenseless underdeveloped world has revealed to be an elaborate hoax perpetrated by the Mercenaries depicted fighting against Ultor. According to Ultor records and executives, the massive fleet seen in the video was out on training drills when they ran across the Mercenaries attacking the planet. Recognizing that this was a violation of a galactic mandate, they acted, but at a terrible cost. In their heroic act, Ultor lost multiple medium and small vessels, as well as their experimental flagship, the USF Oblivion. Among the dead was Executive director Randall Spektor, whose funeral is expected to be set for later in the week, his funeral is likely to see hundreds of mourners. We now go live to the Ultor press room."

The same Arctic Fox stood in front of the mass of cameras and reporters, his ever present bodyguards still as statues on either side.

"Ultor is appalled and sickened by the fiendish minds that could doctor such footage and try to frame the good people at Ultor as planet harvesting monsters. Ultor is working closely with Interpol to bring these mercenary scum to justice." The television shattered as Fox hurled his pint glass through it, having heard enough of the slanderous lies.

"How...how the hell can they call that a hoax?!" Falco demanded, throwing back another shot, his thoughts drifting back and forth between the topic at hand, and a particular Breegull in his intoxicated state.

"Easy...they have the credits...they make the rules..." Fox said ordering another pint to replace the one he had thrown through the t.v.

"You think they'll find us?" Falco asked.

"Not a chance. Its all just a show...they know what they did..I don't think they'll press their luck."

"What about Omega five?"

"They've got Trade Federation ships patrolling there now, no one would dare come near that planet."

"I'm going for a smoke..." Falco said as he stepped outside the bar and lit a cigarette, something he himself had thought he'd quit.

He took a long drag as he watched the smoke curl and dance in the night air as it melted into the darkness.

He was alone in his head outside the bar. He flicked his cigarette into the street and started walking until he was swallowed by the darkness toward the Great Fox, the soft words of the Mercinary code carrying through the dim alleyways and dirty streets.

"Loyal to none, we fight as one. Rest easy Banjo..."

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Kazooie still slept in Banjo's bed as sleep began to come more easily to her in the nights following the funeral. She closed her eyes and soon found herself in a dream, though this dream would be one she would never forget.

She found herself in a grassy field, beneath a mighty Oak tree, the warm sun keeping her at the perfect temperature. She looked around and marveled at how unabashedly real this dream felt. The grass beneath her feet was softer than any she'd ever known, the sky was a blue that was almost indescribable. A few white clouds soon moved in over the sun and cast her into their shadow.

"What the heck is going on?" She asked aloud, though her voice sounded strange, as if there was a slight echo trailing it, even though she was in a wide open field.

As the clouds continued to gather in front of the sun, it appeared as though its light began to intensify, beams of its heavenly glow shooting through the obscuring clouds as she heard a distant choir of unknown voices grow louder and louder until it was all she could hear. Their song was of a glory she had never come close to experiencing before, it was one of triumph, of victory. As loud as it was, it didn't hurt her ears, as a matter of fact, she felt as though she could sit there and listen to it for all eternity. But soon the parting clouds caught her attention once more. The blinding light from the sun made her shield her eyes with her wings as she waited for the intense light to fade. A few seconds later, she saw a shadow cast before her as the heavenly chorus faded into silence.

"Hey Kazooie."

That voice...that tone...it couldn't be...there was no way.

She moved her wing away from her face as she looked at the ground in front of her, spying a brown, furry foot. She then dropped her wings to her sides and slowly raised her head to the bears eye level, jaw wide open in shock. There stood the one person dominating her thoughts ever since this whole ordeal began, clad only in his yellow shorts and backpack, but missing his necklace. He was smiling that beautiful triumphant smile she had only seen after the numerous defeats of Gruntilda.

As soon as she regained her wits she threw her arms around him and kissed him the way she always wanted to in life. (A/N: good luck with picturing what that looks like)

Seconds passed before she broke the kiss and looked into the blue eyes she thought she had lost forever.

"Banjo...how...what is...this?" She asked as she wiped away the few tears in her eyes.

"Its a dream, obviously!" He said in a lighthearted fashion she missed so.

"But...how are you here? Is it really you? Or just my imagination?" She asked as Banjo kept her in his strong arms.

"What do you think it is?"

She sighed as she answered.

"I don't know! That's why I asked! What if I asked you something only you would know?"

"Then how would you know if it was right, if I'm the only one that knows it?"

She took a step back as he let her go to think.

"Why does it matter weather this is your imagination or not? Does this feel real? Did our kiss feel real?" He said stepping toward her.

"Yeah...more real than when I'm awake..."

"Then there's your answer! Now come with me, we only have the night! Tomorrow night is Tooty's turn!" He said grabbing her around the waist.

"Are you gonna carry me the whole way?" She asked sarcastically.

"Not exactly!" He answered as the Breegull heard and felt a rush of air come from behind them. She turned to look back and saw that Banjo now had a large set of white feathered wings.

"Where did you get those?" She asked as they took off over the pristine landscape.

"Standard issue for everyone where I live!" He said as they set off to spend the night the way Kazooie had always wanted to when he was alive.

By the end of their date, the sun was beginning to set in her dream world, as they both sat on a hilltop against the same Oak from the start of her dream.

"I cant believe all the stuff we got to do! Banjo this was amazing!" She said happily, for the first time in a long time.

"I know, I loved every minute of it! But...Now I have to go."

Kazooie snapped her head in his direction in surprise.

"What? Why?"

"Because...those are the rules...plus you're about to wake up, its almost sunrise in the material world." He said holding her hand in his own.

"Will you be here again tomorrow night?" She asked hopefully, but the honey bear only shook his head.

"I cant. If I keep visiting you like this, you'll never get over me, you'll never get on with your life."

"But I don't want to get over you! I love you!"

"I know you do, and I love you too...but I want whats best for you. And that means you have to stop letting what could have been rule your life."

Kazooie's eyes filled with tears as she realized what he said was the truth.

"I...I know...I just miss you more than you know..." She said as he hugged her.

"I know you do Kaz... I'll always be watching over you and Tooty. If you ever feel lonely...just look up. I'll always be there..."

They held each other until the sun set over the hills, and Kazooie woke up in Banjo's bed, hugging the pillow in the same way she remembered she was hugging Banjo.

"She buried her face in it as she began to cry, but then remembered the honey bears words of strength, and stopped. She got up, and went into the kitchen to make breakfast as she looked out of the window onto the rising sun. It truly was a new day, and for that, she had Banjo to thank. And thank, she did.

**Well, there you have it! As for the glorious angel choir, I was thinking 'bring the boys back home' by Pink Floyd (you tube it, if you feel so bold), but I'm sure the more opera minded among you have ideas as well. Anyway I want to thank everyone who reviewed or even looked at but didnt review this fic! You guys are the greatest! Special thanks to Herr Wozzeck for aiding me in my times of writers block. Again, thanks for reading guys and girls!**

**-TMHB77**


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